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RES 1998-1425 - Omaha Parking Facilities Corporation lease revenue bonds, OmahaPark Six project , e�, Finance Department s' ,.. Omaha/Douglas las Civic Center t r. tarn'ViralN 1819 Farnam Street,Suite 1004 C1 �! w Omaha,Nebraska 68183-1004 (402)444-543 °R ey Telefax(402)444-5423 4TFo FEBIk Louis A.D'Ercole City of Omaha Director Hal.Daub,Mayor June 2, 1998 Honorable President and Members of the City Council, Presented for your consideration is a resolution approving the issuance of$12,015,000 of Lease Revenue Bonds(OmahaPark Six Project) Series 1998 by the Omaha Parking Facilities Corporation. Due to the purpose of the bonds, interest earned on the bonds is taxable to the bond holder for income tax purposes. Also, the City has received confirmed bond ratings from two agencies. Standard and Poor's has rated the bonds AA+ and Moody's Investor Services has rated them AA1. These ratings are very strong and are consistent with ratings on previous Lease-Revenue bonds. The Bonds are dated June 1, 1998,are in fully registered form without coupons, are issuable in the denomination of$5,000 or any integral multiple thereof, and mature on June 1 in each of the years and in the principal amounts, and bear interest payable December 1, 1998 and semi-annually thereafter on June 1 and December 1 at the rate per annum, as follows: Principal Interest Principal Interest Year Amount Rate Year Amount Rate 1999 $ 315,000 6.00% 2003 $ 400,000 6.10% 2000 335,000 6.00 • 2008 2,390,000 6.25 2001 355,000 6.05 2018 7,845,000 6.70 2002 375,000 6.05 The Bonds are subject to redemption prior to maturity upon terms and conditions and at the prices, and are transferable, as set forth in the Official Statement dated June 2, 1998. Respectfully submitted, 24.A. Louis A. D'Ercole Finance Director P:\FIN\6148.SAP EXHIBIT A $12,015,000 CITY OF OMAHA PARKING FACILITIES CORPORATION LEASE REVENUE BONDS (OMAHAPARK SIX PROJECT) SERIES 1998 BOND PURCHASE AGREEMENT June 2, 1998 City of Omaha Parking Facilities Corporation City of Omaha Planning Department Suite 1100 1819 Farnam Street Omaha, NE 68183 • Ladies and Gentlemen: The undersigned, acting on behalf of ourselves and on behalf of the other Underwriters named in the list attached hereto and marked Schedule A (we and such other Underwriters being herein collectively called the "Underwriter"), hereby offers to enter into this Bond Purchase Agreement with City of Omaha Parking Facilities Corporation (the "Corporation"), which, upon the acceptance of this offer, will be binding upon the Corporation and upon the Underwriter. This offer is made subject to the Corporation's acceptance by a duly adopted resolution and the execution of this Bond Purchase Agreement (this "Agreement") and its delivery to the Underwriter on the date first above written. 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 Corporation for offering to prospective investors, and the Corporation hereby agrees to sell to the Underwriter for such purpose, .all (but not less than all) of $12,015,000 aggregate principal amount of City of Omaha Parking Facilities Corporation Lease Revenue Bonds (OmahaPark Six Project), Series 1998, dated June 1, 1998 (the "Bonds"), at a purchase price of$11,902,398.88, representing $12,015,000 aggregate principal amount of the Bonds minus underwriter's discount of$132,165.00 plus accrued interest of$19,563.88 on the Bonds from June 1, 1998 to the date of the Closing (hereinafter defined). The Bonds shall be as described in, and shall be issued pursuant to, the Indenture of Trust, dated as of June 1, 1998 (the "Indenture"), by and between the Corporation and First National Bank of Omaha, as trustee (the "Trustee"), for the purpose of providing funds to pay all or a portion of the costs of acquiring, constructing, furnishing and equipping a public parking 01-39625.02 garage designated "OmahaPark Six" under construction in the City of Omaha, Nebraska, including repaying and refunding the Corporation's Lease Revenue Bond Anticipation Notes (Omaha-Park Six Project), Series 1997, the proceeds of which were used to pay a portion of the costs of the OmahaPark Six (the "Project"). The Bonds shall constitute a limited obligation of the Corporation payable solely from the Basic Rent paid by the City of Omaha, Nebraska (the "City") to the Corporation under a Lease-Purchase Agreement dated as of June 1, 1998 (the "Lease-Purchase Agreement") by and between the Corporation, as lessor, and the City, as lessee. 2. The Underwriter agrees to make a bona fide public offering of all of the Bonds at not in excess of the initial public offering prices (which may be expressed in terms of yield) which shall be within the limitations set forth on the cover page of the Official Statement and on Schedule B attached hereto. 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. The City has covenanted and agreed to enter into a written agreement or contract dated June 10, 1998 with the Trustee (the "Letter Agreement") constituting an undertaking to provide ongoing disclosure about the City, for the benefit of the Bondholders, on or before the Closing as required by Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (17. C.F.R. Part 240, § 240.15c2-12 (the "Rule"), substantially in the form attached as Appendix A of the Official Statement, with such changes as may be agreed to in writing by the Underwriter. 4. Delivered to the Corporation herewith is a certified or bank cashier's check payable to the order of the Corporation in next-day funds for $240,300. The Corporation 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 Corporation does not accept this offer, such check shall be immediately returned to the Underwriter. In the event of the Corporation's failure to deliver the Bonds at the Closing, or if the Corporation 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 Corporation 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 Corporation, and the respective obligations of the Corporation 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 Corporation 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. 5. (a) At the time of or before the Closing, the Corporation shall deliver or cause to be delivered to the Underwriter(unless separately waived by the Underwriter): 01-39625.02 2 (i) an executed counterpart of the Indenture; (ii) an executed counterpart of the Lease-Purchase Agreement; (iii) an executed counterpart of the Letter Agreement; (iv) an executed counterpart of the Amended and Restated Ground Lease Agreement dated as of June 1, 1998 (the "Lease") by and between the City, as lessor, and the Corporation, as lessee; (v) a certified copy of an ordinance (the "Ordinance") of the City approving, among other things, the issuance by the Corporation of the Bonds; (vi) a certified copy of a resolution (the "Resolution") of the City approving, among other things, the execution of this Agreement; and (vii) a certified copy of a resolution (the "Corporate Resolution") of the Corporation, approving the issuance of the Bonds and'the execution of the Indenture, the Lease Purchase Agreement, the Bond Purchase Agreement and the Lease by the Corporation. • (b) (i) The Corporation agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement dated June 2, 1998 relating to the Bonds (which, together with all appendices thereto, is herein called the "Final Official Statement") as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of the Rule and with Rules G-32 and G-36 and all other applicable rules of the Municipal Securities Rulemaking Board. The Corporation 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 an Underwriter may include a copy of the Final Official Statement. (ii) The Corporation hereby authorizes and approves the Preliminary Official Statement dated May 12, 1998 relating to the Bonds (which, together with all appendices thereto, is herein called the "Preliminary Official Statement") 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 President of the Corporation. Additionally, the Corporation hereby authorizes the Underwriter to use and distribute all other documents, certificates and statements furnished by the Corporation 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 Corporation 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. • 01-39625.02 3 • (iv) Prior to the earlier of (i) 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 (ii) 90 days after the Closing, the Corporation shall provide the Underwriter with such information regarding its current financial condition and ongoing operations as the Corporation shall deem material and such other information concerning the Corporation as the Underwriter may reasonably request. (v) If, at any time prior to the earlier of (1) 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 (2) 90 days after the Closing, any event occurs, of which the Corporation 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 Corporation 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 Corporation 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 Corporation. Any information supplied by the Corporation for inclusion in any amendments or supplements to the Preliminary or Final Official Statement will not contain any untrue or misleading statement of a material fact relating to the Corporation or omit to state any material fact relating to the Corporation necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 6. (a) The Corporation 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) both at the time of the Corporation's acceptance hereof and at the time of the Closing, the Corporation is and will be duly existing as a nonprofit corporation under the laws of the State of Nebraska with full legal right, power and authority to issue the Bonds and apply the proceeds thereof as set forth in the Indenture; (iii) from the time of the Corporation's acceptance hereof through the date of the Closing, the Corporation 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 Corporation other than changes in the ordinary course of business in each such case, except as contemplated by the Official Statement; and (iv) the execution and delivery of this Agreement, the Indenture, the Lease and the Lease-Purchase Agreement and the Bonds and compliance with the provisions thereof will not conflict with or constitute a breach of or a default under the Articles of Incorporation or Bylaws of the Corporation or any law, administrative regulation, court decree, resolution or agreement to which the Corporation is subject. 01-39625.02 4 • (b) The Underwriter represents and warrants to the Corporation 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. 7. At 10:00 a.m., Omaha time, on June 10, 1998 or on such earlier or later business day as shall have been mutually agreed upon by the Corporation and the Underwriter (the "Closing Time"), the Corporation 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 Corporation in next-day 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. 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 accordance with DTC's book-entry-only municipal bond requirements in the form of one fully-registered bond certificate without coupons for each stated Bond maturity registered in the name of Cede & Co., as DTC's nominee, or at such other place as may be mutually agreed upon. Such payment and delivery is hereby called the "Closing." The Corporation may deliver Bonds in temporary form to the Underwriter, as permitted by the Indenture,but only upon the request or agreement of the Underwriter. 8. The obligations of the Underwriter hereunder are subject to the accuracy in all material respects of the representations and warranties of the Corporation 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 Indenture, the Lease-Purchase Agreement, the Letter Agreement and the Lease 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 Corporation and the City shall have duly adopted and there shall be in full force and effect such additional resolutions as shall, in the opinion of Kutak Rock, Bond Counsel, be necessary in connection with the transactions contemplated hereby, and (ii) the Corporation shall perform or have performed all of its obligations required under or specified in this Agreement, the Lease-Purchase Agreement, the Lease and the Indenture to be performed at, simultaneously with or prior to the Closing. The Official Statement shall be in full force and effect in the form heretofore approved by the Underwriter, with only such changes therein as the Underwriter and the Corporation shall have mutually agreed upon, and shall not have been amended without the consent of the Underwriter. 01-39625.02 5 (b) The Bonds shall have been duly authorized, executed and authenticated in accordance with the provisions of the Indenture. (c) The Underwriter shall have the right to cancel its obligations hereunder to purchase the Bonds by notifying the Corporation, in writing or by telegram, of its 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 Corporation or upon interest received 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 or contemplated herebybythe Official Statement, is or would be p 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 01-39625.02 6 . 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; (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; (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 any securities of the City shall have been downgraded or withdrawn by Moody's Investors Service or Standard & Poor's Ratings Service, 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 our opinion, materially adversely affects the market price of the Bonds. (d) 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) The opinion of the City Attorney to the effect that (A) the Ordinance and the Resolution of the City relating to the Bonds have been duly adopted and are in full force and effect as an ordinance and resolution of the City; (B)the Lease-Purchase Agreement, the Letter Agreement and the Lease have 01-39625.02 7 • been properly authorized and executed by and on behalf of the City and represent valid and binding obligations of the City, enforceable in accordance with their respective terms; and (C) to the best of the City Attorney's knowledge and belief, there is no litigation pending or threatened involving or challenging the adoption of such Ordinance or Resolution or the execution and delivery by the City of the Lease-Purchase Agreement, the Letter Agreement or the Lease. (iii) A certificate, satisfactory in form and substance to the Underwriter, of the President and Secretary of the Corporation, or of other appropriate officials satisfactory to the Underwriter, dated as of the Closing, to the effect that (A) the Corporation has duly performed all of its obligations to be performed at or prior to the Closing; (B) the Bonds, the Indenture, the Lease-Purchase Agreement and the Lease conform to the descriptions thereof in the Official Statement; (C) this Agreement, the Indenture, the Lease-Purchase Agreement, the Lease and any and all other agreements and documents required to be executed, adopted or delivered by the Corporation 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 Corporation, as the case may be, and as of the Closing each is in full force and effect; (D) the execution and delivery by the Corporation of the Lease-Purchase Agreement, the Indenture and the Lease and the performance by the Corporation of its obligations thereunder do not and will not violate or constitute a default under the Articles of Incorporation or Bylaws of the Corporation or any court order, and do not and will not violate or constitute a default under any agreement, indenture, mortgage, lease or any other obligation or instrument to which the Corporation is bound, and no approval or other action by any governmental authority or agency is required in connection therewith; (E) there is no action or proceeding pending or threatened looking toward the dissolution, liquidation or sale of substantially all of the assets of the Corporation; (F) 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 Corporation or any of the officers of the Corporation 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 Indenture to pay the principal of and interest on the Bonds, or in any way questioning or affecting the validity of the Bonds, the Indenture, the Lease-Purchase Agreement, the Lease 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 Corporation, or the title to office of the officers of the Corporation, or any powers of the Corporation, including its power to issue the Bonds; and (G) each of the representations and warranties of the Corporation set forth in paragraph 6 hereof is true, accurate and complete in all material respects as of the Closing. (iv) A certificate, satisfactory in form and substance to the Underwriter, of the Finance Director of the City, dated as of the Closing, to the 01-39625.02 8 0 • 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) the City is in compliance with each of its continuing disclosure undertakings made pursuant to the Rule; (C) 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 (D) 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. (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 Corporation with legal requirements, the truth and accuracy, as of the Closing Time, of the representations of the Corporation contained herein and the due performance or satisfaction by the Corporation at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Corporation. 9. If the Corporation 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 Corporation shall be under further obligation hereunder, except as provided in paragraph 11 hereof and except that the check referred to in paragraph 4 hereof shall be returned to the Underwriter by the Corporation. 10. All representations, warranties and agreements of the Corporation in this Agreement shall remain operative and in full force and effect, regardless of(i) any investigation made by or on behalf of the Underwriter or any person who controls the Underwriter, (ii) delivery of, and payment for, the Bonds hereunder, and (iii) any termination of this Agreement. 11. The Underwriter, whether or not the transactions contemplated hereby shall be consummated, shall not be obligated to pay any expenses incident to the performance of the obligations of the Corporation hereunder, including, but not limited to (a) all costs and expenses incident to the printing and preparation for printing or other reproduction of the Supplemental Indenture, the Lease-Purchase Agreement, the Lease, the Letter Agreement, 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 01-39625.02 9 % • Sky Memorandum, if any. If the transactions contemplated hereunder shall not be consummated for any reason, the Corporation shall be obligated to pay all such costs and expenses. The Underwriter shall pay (a) all advertising expenses in connection with the public offering of the _ Bonds and (b) all other expenses incurred by such Underwriter in connection with the public offering and distribution of the Bonds, including certain fees and disbursements of Kutak Rock, as Counsel to the Underwriter. 12. This Agreement has been and is made solely for the benefit of the Underwriter and its respective successors and assigns, the City and its successors and the Corporation 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. 13. Any notice or other communication to be given to the Corporation 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 8(c) hereof, by telegram or facsimile transmission) to the Corporation, addressed to the Corporation, City of Omaha Planning Department, 1819 Famam Street, Suite 1100, Omaha, Nebraska 68183, Attention: Secretary, 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, Smith, Polian Inc., 10250 Regency Circle, Omaha, Nebraska 68114, Attention: Mr. Dan Smith. 14. 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 Corporation. Very truly yours, KIRKPATRICK, PETTIS, SMITH, POLIAN INC., on behalf of the Underwriter By First Vice President Accepted as of the date • first above written: CITY OF OMAHA PARKING FACILITIES CORPORATION By President alpf,-4/1"" 01-39625.02 10 0_ , SCHEDULE A LIST OF PARTICIPATING UNDERWRITERS Kirkpatrick, Pettis, Smith, Polian, Inc. Ameritas Investment Corp. • O1-39625.02 • A", 4 Br 4 SCHEDULE B MATURITY SCHEDULE $12,015,000 CITY OF OMAHA PARKING FACILITIES CORPORATION LEASE REVENUE BONDS (OMAHAPARK SIX PROJECT) Series 1998 Maturity Amount Interest Rate 06/01/99 $ 315,000 6.00% 06/01/00 335,000 6.00 06/01/01 355,000 6.05 06/01/02 375,000 6.05 06/01/03 400,000 6.10 06/01/08 2,390,000 6.25 06/01/18 7,845,000 , 6.70 • 0I-39625.02 EXHIBIT B • ' 3 NEW ISSUE RATINGS: Moody's: BOOK-ENTRY-ONLY Standard&Poor's:AA+ (See"RATINGS"herein) $12,015,000 CITY OF OMAHA PARKING FACILITIES CORPORATION LEASE REVENUE BONDS (OMAHAPARK SIX PROJECT) TAXABLE SERIES 1998 • Dated: June 1,1998 Due: June I,as shown below The Series 1998 Bonds(the"Bonds")are issuable in fully registered form in the denominations of$5,000 and integral multiples thereof. Interest is payable semiannually on June 1 and December 1 of each year,commencing December 1,1998,by check,draft or wire of the trustee on each interest payment date to the registered owner as of the applicable record date as shown on the books of registration of the Corporation (as hereinafter defined) maintained by First National Bank of Omaha,as Trustee and Paying Agent. Principal of the Bonds is payable upon presentation and surrender of the Bonds at the principal corporate office of the Trustee in Omaha,Nebraska. The Bonds are subject to optional redemption,mandatory sinking fund redemption and extraordinary optional redemption prior to maturity,as more fully set forth 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,premium,if any,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 are being issued to provide funds for the City of Omaha Parking Facilities Corporation(the"Corporation")to pay all or a portion of the costs of acquiring,constructing,furnishing and equipping a public parking garage designated"OmahaPark Six"under construction in the City of Omaha, Nebraska,including repaying and refunding the Corporation's Lease Revenue.Bond Anticipation Notes(OmahaPark Six Project),Series 1997,the proceeds of which were used to pay a portion of the costs of the OmahaPark Six,Project. MATURITY SCHEDULE $1,780,000 Serial Bonds Maturity Date Principal Interest Price or • (June 1) Amount Rate Yield 1999 $315,000 6.00% 100% 2000 335,000 6.00 100 2001 355,000 6.05 100 2002 375,000 6.05 100 2003 400,000 6.10 100 $2,390,000 6.25%Term Bonds due June 1,2008 $7,845,000 6.70%Term Bonds due June 1,2018 (Price 100%Plus Accrued Interest) The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of June 1,1998 by and between City of Omaha Parking Facilities Corporation(the"Corporation")and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA OR A PLEDGE OF ITS FAITH AND CREDIT,BUT ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY THE CITY OF OMAHA,NEBRASKA UNDER A LEASE-PURCHASE AGREEMENT DATED AS OF JUNE 1,1998 BY AND BETWEEN THE CORPORATION AND THE CITY. This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential and material to the making of an informed investment decision. The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriters,subject to the approval of legality of the Bonds by Kutak Rock, Bond Counsel, and to certain other conditions. Certain matters will be passed upon for the Underwriters by their counsel, Kutak Rock. It is expected that delivery of the Bonds will be made on or about June 17,1998 at DTC against payment therefor. KIRKPATRICK PETTIS AMERITAS INVESTMENT CORP. Dated: June 2,1998 01-34172.06 • No dealer, broker, salesperson or other person has been authorized by the City, the Corporation or the Underwriters to give any information or to make any representations in connection with the Bonds or the matters • described herein,other than those contained in this Official Statement,and, if given or made, such other information or representations must be relied upon as having been authorized by the City, the Corporation or the Underwriters. 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. 1 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 Underwriters may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed from time to time by the original purchasers. TABLE OF CONTENTS • INTRODUCTION 1 THE LEASE 10 THE CORPORATION 1 THE AGREEMENT 11 THE PROJECT 2 THE INDENTURE 13 ESTIMATED SOURCES AND USES UNDERWRITING 14 OF FUNDS 2 CONTINUING DISCLOSURE 15 SECURITY FOR THE BONDS 3 LITIGATION 15 General 3 LEGAL MATTERS 15 Changes to State Property Tax System 4 RATINGS 16 Prospective Financial Commitments FINANCIAL STATEMENTS 16 by the City 5 MISCELLANEOUS 16 THE BONDS 5 APPENDIX A—City of Omaha—General Information • Description of the Bonds 5 APPENDIX B—City of Omaha Financial Information Place of Payment 6 Part One—Selected City of Omaha Financial Book-Entry Only System 6 Information Optional Redemption 9 Part Two—Independent Auditors' Report and Mandatory Sinking Fund Redemption 9 General Purpose Financial Statements Extraordinary Optional Redemption 10 APPENDIX C—Form of Letter Agreement Additional Bonds 10 APPENDIX D—Form of Opinion of Bond Counsel Refunding Bonds 10 IN CONNECTION WITH THEIR REOFFERING OF THE BONDS, THE UNDERWRITERS 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. • • 01-34172.06 • OFFICIAL STATEMENT $12,015,000 CITY OF OMAHA PARKING FACILITIES CORPORATION LEASE REVENUE BONDS (OMAHAPARK SIX PROJECT) SERIES 1998 INTRODUCTION This Official Statement and the cover page (excluding prices) are furnished in connection with the offering by City of Omaha Parking Facilities Corporation, a nonprofit corporation organized under the laws of the State of Nebraska (the "Corporation"), of$12,015,000 aggregate principal amount of its Lease Revenue Bonds (OmahaPark Six Project), Series 1998, to be issued pursuant to the Indenture of Trust dated as of June 1, 1998 (the "Indenture") by and between the Corporation and First National Bank of Omaha, as trustee and paying agent (the "Trustee"). The proceeds of the Bonds will be provided to the Trustee for deposit in the Acquisition Fund pursuant to the Indenture and used to finance all or a portion of the costs of acquisition, construction, furnishing and equipping of a public parking garage located at 321 North 17th Street, Omaha, Nebraska, known as, OmahaPark Six (the "Project"), including repaying and refunding the Corporation's $3,000,000 aggregate principal amount of Lease Revenue Bond Anticipation Notes (OmahaPark Six Project), Series 1997 (the "Notes"), the proceeds of which were used to pay a portion of the costs of the Project. The Bonds will be secured by a pledge of the cash rents payable by the City of Omaha, • Nebraska (the "City") under the Lease-Purchase Agreement dated as of June 1, 1998 (the "Agreement") by and between the Corporation and the City and assigned by the Corporation to the Trustee under the Indenture. The Trustee will receive such cash rentals and act as paying Agent for the Bonds. THE CORPORATION The Corporation was incorporated on September 13, 1995 under the Nebraska Nonprofit Corporation Act, Sections 21-1901 —21-1991, R.R.S. Neb. 1943, as amended. The only purpose for which the Corporation was organized is to assist the City with the acquisition, construction, furnishing and equipping of public parking facilities within the geographical boundaries of the City of Omaha, Nebraska. 01-34172.06 • The Corporation has three directors, who,serve without compensation. Their names and principal occupations are as follows: Name and Office Occupation Gregory A. Peterson, President Assistant Planning Director for the City of Omaha Joseph A. Mangiamelli, Vice President Assistant to the Mayor of the City of Omaha Lawrence E. Lahaie, Secretary/Treasurer Public Events Manager for the City of Omaha The three directors named above hold office until death or resignation, in which case the City may designate a successor, but if the City does not designate a successor within 30 days after the death or resignation, the remaining directors shall appoint a successor. THE PROJECT The Corporation will use the proceeds of the Bonds to pay all or a portion of the costs of acquiring, constructing, furnishing and equipping the Project, including repaying and refunding the Notes, the proceeds of which were used to pay a portion of the costs of the Project. Construction of the Project commenced in December 1997, and completion is expected by August 1999. The Project consists of a 1200-space,, five-level parking garage located at 321 North 17th Street, in downtown Omaha, Nebraska adjacent to the planned new First National Bank of Omaha office building. The Project site is owned by the City, which is leasing the Project site to the Corporation under the Amended and Restated Ground Lease Agreement dated as of June 1, 1998 (the "Lease") by and between the City and the Corporation for a term ending on June 1, 2018, at a rental of$10 per year which was prepaid upon the delivery of the Bonds. See "THE LEASE." ESTIMATED SOURCES AND USES OF FUNDS Following are the estimated sources and uses of the Bond proceeds: Sources of Funds Bond Proceeds $12,015,000.00 Interest from June 1 to date of closing 19,563.88 Total $12,034,563.88 Uses of Funds • Acquisition Fund Deposit $8,834,775.00 Redemption of Notes .3,000,000.00 Bond Fund Deposit ' 19,563.88 Underwriter's Discount and Costs of Issuance 180,225.00 Total $12,034,563.88 01-34172.06 2 SECURITY FOR THE BONDS General The Corporation and the City have entered into the Agreement whereby the Corporation has leased the Project to the City for a period ending on June 1, 2018. Under the Agreement, the City is obligated to pay, semiannually, cash rentals equal in amount to the principal of and interest on the Bonds, which cash rental payments will be due in such amounts and at such times as to provide sufficient funds to meet the principal and interest payments on the Bonds as the same become due. The City is also obligated to provide insurance and pay any taxes, maintenance expenses and other miscellaneous expenses so that the cash rentals are net to the Corporation. See "THE AGREEMENT." The cash rentals due from the City will be assigned to and received by the Trustee for payment of principal of and interest on the Bonds. Under Section 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended (the "City Charter"), the City is specifically authorized to enter into lease-purchase agreements, and, under.Section 5.27 of the City Charter, the amount of any such lease-purchase agreement is not chargeable against the City's debt limit. The City's obligations under the Agreement are general obligations of the City payable from the City's General Fund each year of the lease-purchase term on the same basis as operating expenses and other contractual obligations of the City. The Agreement is an unconditional obligation of the City and is not subject to annual renewal. The City is required to annually include in its General Fund budget appropriations for paying the lease-purchase obligations. The City's primary sources of General Fund revenues are: • (a) A general property tax not exceeding $.6125 per $100 of actual taxable value plus certain other amounts more fully described under the caption "AUTHORITY TO LEVY TAXES"in Appendix A hereto. (b) A city sales and use tax of 1%2%. See the captions "CITY OF OMAHA GENERAL FUND" and "AUTHORITY TO LEVY TAXES" in Appendix A for further details on the City's sources of revenue. The Bonds are payable from and secured solely by the cash rentals payable by the City. The Corporation has no assets other than the Project, or revenues other than such cash rentals. Section 13 of the Agreement contains the following provision: City agrees that no delay, failure or insufficiency, for any reason whatsoever (including, in particular, but without limitation, an insufficiency in the amount of Bond proceeds to pay the cost of the Projects), in the acquisition, construction or operation of the Projects, or any part thereof, shall entitle City to terminate this Agreement or operate in any way to suspend, abate or reduce the Rental Payments due or to become due under the terms of. . .this Agreement. 01-34172.06 3 • 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 result of which has been to substantially resolve certain challenges to the validity of the tax system. However, the State of Nebraska's system of assessing and taxing real and personal property has continued to be the object of considerable controversy, legal challenge and legislative action. 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, will have a direct effect on City spending and property tax levies, respectively. LB 299 prohibits 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 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 (such as the Agreement) approved prior to July 1, 1998, to bonded indebtedness approved according to law and secured by a levy on property and to pay judgments. 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 revises 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, motor vehicle valuations no longer are included in the City's property tax base, and the City, like other taxing subdivisions, is to receive distributions of taxes collected under the new system. The pertinent provisions of LB 271 are operative January 1, 1998. According to a State of Nebraska Department of Revenue analysis of LB 271, the taxes generated in Douglas g County under LB 271 will be approximately 80% of 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 estimates that it will experience a$1,643,127 annual reduction in taxes received from motor vehicles and has 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. 01-34172.06 4 us There can be no assurance that Nebraska's system of assessing and taxing real and personal property will remain substantially unchanged, given the possibility of further legislation, constitutional initiatives and referendums and litigation. Such changes could materially and adversely affect the amount of property tax revenues the City could collect in future years. The City does not believe, however, that the Nebraska Legislature would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the repayment of its bonds, lease-purchase obligations and other obligations. The • opinion of Bond Counsel will be rendered based on the law existing as of the date of issuance of the Bonds and in reliance upon general legal presumptions in favor of the constitutionality of statutes and upon the holdings of existing case law. Prospective Financial Commitments by the City Several development and redevelopment projects involving major downtown and central Omaha employers and the City are in various stages of planning and construction. In downtown Omaha, the First National Bank of Omaha and the Omaha World-Herald plan to engage in separate but coordinated projects, including the construction of significant new office and production facilities and the redevelopment of certain underused or deteriorated downtown properties. To date, the City has approved a redevelopment agreement pursuant to which it agrees to use lease-purchase and other available sources of financing to build two new parking garages (including the Project) serving the First National Bank's existing and new facilities and to provide related street and sewer improvements, at an estimated total cost to the City of $19,000,000. Pursuant to the redevelopment agreement, the First National Bank will enter into a long-term lease of the parking stalls. • The City administration has announced its intention that the City, pursuant to a redevelopment plan approved by the City Council, develop into a public recreational space and site for future development the former metals refining property currently owned by Asarco (which is ceasing local operations), located on the west bank of the Missouri River immediately north of Douglas County's downtown Omaha Riverfront Park. The City Council's first opportunity to consider the proposed development, including a proposed agreement with Asarco, will be at its June 2, 1998 meeting. It is an express condition of the City's involvement in the proposed development that Asarco remediate the site pursuant to an agreement with the State of Nebraska Department of Environmental Quality. In addition, the City's proposed agreement with Asarco provides for the indemnification by Asarco of the City for environmental claims arising from the Asarco property. THE BONDS Description of the Bonds The Bonds, in aggregate principal amount of $12,015,000, will be dated June 1, 1998, will be issued in fully registered form and will mature as set forth on the cover page of this Official Statement. Interest is payable semiannually on June 1 and December 1 of each year commencing December 1, 1998. • 01-34172.06 5 j • Place of Payment The principal of the Bonds will be payable in lawful money of the United States of America at the principal corporate trust office of First National Bank of Omaha, as trustee and paying agent (the "Trustee"), in Omaha, Nebraska. Interest on the Bonds will be paid by wire transfer of the Trustee to the registered owner of$1,000,000 in aggregate principal amount of the Bonds upon written notice by the registered owner given to the Trustee not later than the close of business on May 15 or November 15, as the case may be, or by check or draft mailed to the person in whose name a Bond is registered as of the May 15 or November 15, as the case may be, next preceding each interest payment date. Book-Entry Only System The 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 facilitiates 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 Commmission. 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 interests 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 01-34172.06 6 • j r � • ti. beneficial ownership interests in the Bonds, DTC and the Participants may charge the Beneficial Owner a sum sufficient to pay any tax, fee or other governmental charge that may be imposed in relation thereto. Beneficial Owners will not receive certificates representating their ownershp 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 (AS HEREINAFTER DEFINED), 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 Trustee, the Corporation or any other party under the Indenture, 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 Trustee, disbursement of such payments to Direct 01-34172.06 7 Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Corporation and the Trustee. 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 Indenture. Upon (i) the written direction of the Corportion or (ii) the written consent of 100% of the Bondholders, the Trustee 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 Corporation action or inaction, such withdrawal, authorization and delivery shall be at the cost and expense of the persons requesting such withdrawal, authentication and delivery. The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC. The Corporation does not take any responsibility for its accuracy. THE CORPORATION AND THE TRUSTEE CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (i) PAYMENTS OF PRINCIPAL OF, PREMIUM, IF. ANY, AND INTEREST ON THE BONDS, (ii) CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS OR (iii) REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO., ITS NOMINEE, AS THE•REGISTERED OWNERS OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT "RULES" APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE CURRENT "PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DIRECT PARTICIPANTS ARE ON FILE WITH DTC. NEITHER THE CORPORATION NOR THE TRUSTEE HAS ANY RESPONSIBILITY OR OBLIGATIONS TO THE DIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT; (B) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNERS IN RESPECT OF THE PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (C) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; (D) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (E) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, CEDE & CO., AS BONDHOLDER. 01-34172.06 8 • Optional Redemption The Bonds maturing June 1, 2009 and thereafter are subject to redemption at the option of the Corporation from any source, in whole at any time, or in part on any interest payment date, in such order of maturities as determined by the Corporation (and by lot or other random selection method within a maturity) on or after June 1, 2008, at the following redemption prices (expressed as a percentage of the principal amount to be redeemed), plus accrued interest to the date of redemption: Redemption Period (dates inclusive) Redemption Price June 1, 2008 to May 31, 2009 102% June 1, 2009 to May 31, 2010 101 June 1, 2010 and thereafter 100 Mandatory Sinking Fund Redemption The Bonds maturing June 1, 2008 are subject to mandatory sinking fund redemption from cash rental sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by the Trustee, at a price of par, without premium, on June 1, 2004, and on each June 1 thereafter in the years and principal amounts set forth below: Year Principal Amount 2004 $420,000 2005 450,000 .2006 475,000 2007 505,000 2008 (maturity) 540,000 The Bonds maturing June 1, 2018 are subject to mandatory sinking fund redemption from cash rental sinking fund payments prior to their respective maturity dates, by lot (or other random selection method) selected by the Trustee, at a price of par, without premium, on June 1, 2009, and on each June 1 thereafter in the years and principal amounts set forth below: Year Principal Amount 2009 $ 575,000 2010 615,000 2011 .655,000 2012 695,000 2013 745,000 2014 795,000 2015 850,000 2016 910,000 2017 970,000 2018 (maturity) 1,035,000 • 01-34172.06 9 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 June 1, and give notice of such call. Extraordinary Optional Redemption • The Bonds are also subject to redemption at any time, in whole or in part, in the event of damage to or destruction of the Project or condemnation thereof and election by the City that the proceeds of such damage, destruction or condemnation shall not be used to rebuild or restore the Project. Any such redemption shall be at a principal amount of the Bonds equal to the ratio of the dollar amount of such damage, destruction or condemnation award to the principal amount of the Bonds then outstanding, plus accrued interest to the redemption date. Additional Bonds Additional Bonds on parity with the Bonds may be issued only if the Agreement is amended to increase the cash rentals payable by the City to provide sufficient funds at the times and in the amounts necessary to pay principal of and interest when due on both the outstanding Bonds and the proposed Additional Bonds. Refunding Bonds Other Bonds to refund all or any of the Bonds may be issued at any time so long as the cash rentals payable by the City are sufficient to cover the principal and interest requirements on all Bonds outstanding, including the refunding Bonds. THE LEASE Following is a summary of certain provisions of the Lease. Reference should be made to the Lease itself for a complete statement of its provisions. Pursuant to the Lease, the City agrees to lease to the Corporation the respective parcels of land upon which the Project will be constructed, in consideration of which the Corporation 01-34172.06 10 • agrees to pay the City rent in the amount of$10.00 per year, to and including June 1, 2018, when the Lease expires by its terms. Upon the expiration of the Lease, the Corporation will return the land, together with any buildings or improvements thereupon, to the City. The Lease is binding upon any successors or assigns of the City or the Corporation. THE AGREEMENT Following is a summary of certain provisions of the.Agreement. Reference should be made to the Agreement itself for a complete statement of its provisions. Term. The term of the Agreement is for,20 years, beginning on June 1, 1998 and ending on June 1, 2018. Rental. The City agrees to pay to the Corporation cash basic rent in the amounts and on or before the dates shown in the Agreement. The due dates of the cash rental payments are the principal and interest payment dates of the Bonds, and the amount of each rental installment is equal to the principal and interest next due. The City agrees that the cash rent shall be net to the Corporation and that all costs, expenses and obligations of every kind which may arise or become due with respect to the Project during the term of the Agreement shall be paid by the City. Assignment of Rentals. The Trustee is the assignee of all of the Corporation's rights to collect basic rent due under the Agreement, and such basic rent shall be paid by the City directly to the Trustee for the benefit of the owners of the Bonds. Prepayment. The City has the right to prepay the basic rent at any time and without penalty and thereby purchase the Project upon 30 days' prior written notice to the Corporation, provided that the City is not in default under the Agreement. Any such prepayment must be in an amount sufficient to pay the principal of all outstanding Bonds, plus redemption premium, if any, and accrued interest, if any, to the first permitted redemption date. Additional Payments by City. As additional rental, the City has agreed to pay all taxes on the Project and all utility charges incurred in the operation, maintenance and use of the Project, the fees and expenses of the Trustee under the Indenture and the expenses of any audit or examination of the Corporation's records requested by the City. Repairs and Maintenance. The City has agreed, at its own expense, to put and maintain the Project in good and safe order and condition and to make all necessary repairs required for any reason. Insurance, Damage or Destruction. The City has agreed: (a) to obtain and keep in force during the term of the Agreement fire and extended-coverage insurance with respect to the Project in an amount at least equal to the full insurable value thereof, with the City, the Corporation and the Trustee, as their 01-34172.06 11 1 interests may appear, to be named as insured parties, but with any loss to be adjusted by and paid to the City so long as the City is not in default; (b) that no damage to or destruction of any part of the Project by fire or other casualty shall entitle the City to terminate the Agreement or to violate any of its provisions or in any way to suspend, abate or reduce the rent then due or thereafter becoming due under the terms of the Agreement unless the City shall elect not to replace or restore the Project and shall provide to the Trustee funds sufficient to redeem all the Bonds in accordance with the Indenture; and (c) to deliver to the Trustee as named insured at or prior to the issuance of the Bonds a leasehold title insurance policy in the amount of$12,015,000 insuring that the City has a fee simple title to the site of the Project. The City may self-insure by means of an adequate self-insurance fund set aside and maintained out of its revenues if the City insures properties similar to the Project by self-insurance. Condemnation. No condemnation of all or any part of the Project shall in any way affect the liability of the City to pay the full rent due under the Agreement and proceeds of any such condemnation shall be paid to the Corporation and applied on the last unpaid rental installment, unless the City elects to have all Bonds redeemed as provided by the Indenture. Indemnification of the Corporation. The City has agreed to indemnify the Corporation against all liabilities, penalties, damages and expenses which may be imposed upon, incurred by or asserted against the Corporation as a result of (a) the failure of the City to perform any obligation of the City under the Agreement; (b) any use or condition of the Project or any part thereof or any street, alley, sidewalk, curb, passageway or space adjacent thereto; (c) any personal injury, including death resulting at any time therefrom, or property damage occurring on or about the Project or any adjacent street, alley, sidewalk, curb, passageway or space; (d) the failure of the City to comply with any requirement of any governmental authority; and (e) any mechanic's lien or security agreement filed against the Project or any part thereof. Alterations, Additions and Improvements. The City has the right to make any alterations, additions or improvements to the Project which will not diminish the value thereof, and any such alterations, additions or improvements shall become a part of the Project and shall be covered by the Agreement. Use of Premises. The Project may be used by the City for public parking purposes and other such uses as the City shall deem appropriate from time to time; provided, however, that any other use of the Project shall not impair the City's use of the Project as public parking facilities or the exclusion of interest on the Bonds from the gross income of the holders thereof for federal income tax purposes. The City may sublet any part of the Project for any uses for a period not extending beyond the term of the Agreement. No Right of Surrender by the City. The City has no right to surrender the Project to the Corporation, and no abandonment of the Project or failure or inability of the City to use the 01-34172.06 12 ry„ Project at any time shall relieve the City of its obligation to pay the agreed rentals for the entire term of the Agreement. Conveyance of Project to the City. The Corporation has agreed to convey the Project to , the City upon full payment of the rentals due under the Agreement. Default. The Corporation has the right to terminate the Agreement and take possession of the Project in the event the City defaults in the performance of any of its obligations under the Agreement and such default continues for a period of 30 days after written notice to the City. No such termination shall operate to relieve the City of its obligation to the Corporation to pay the cash rentals due under the Agreement, and the City shall continue to be liable for payment of the basic cash rent. Donations Held as Trust Fund. The City has agreed that any donation received by the City to assist in acquiring, constructing, furnishing and equipping the Project shall be held in trust and (unless the use is otherwise specified by the donor) used only to satisfy the City's obligations under the Agreement, to apply to the purchase of the Project from the Corporation and to pay costs of acquiring the Project. THE INDENTURE The following is a summary of certain provisions of the Indenture not summarized elsewhere in this document. Reference should be made to the Indenture itself for a complete statement of its provisions. Investment of Funds. All moneys held by the Trustee for the credit of any fund or account under the Indenture shall be invested and reinvested by the Trustee upon the written direction of the Corporation, but only in investments authorized by Reissue Revised Statutes of Nebraska, 1943, Section 14-563, viz. securities of the United States, the. State of Nebraska, the City, Douglas County, Nebraska, a school district of the City, municipality owned and operated public utility property and parts of the City, and certificates of deposit from and time deposits in bank or capital stock financial institutions selected as depositories of City funds, provided that moneys deposited from cash rental payments to the credit of the Bond Fund shall only be invested and reinvested by the Trustee in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. Any such investment shall mature at such time and in such amounts so that funds will be available when required. Income from all investments shall be credited to the fund from which the investment was made. Amendment of Indenture. An amendment which would extend the maturity of or reduce the interest rate on any Bond or affect the pledge and assignment of the cash rentals payable by the City or permit any priority of any Bond over any other Bond or reduce the percentage of Bondholders required to consent to any amendment of the Indenture requires the specific consent of the owner of each Bond which would be affected thereby. In the case, of all other amendments, the Indenture may not be modified or amended without the consent of the owners of at least two-thirds of the principal amount of each Series of Bonds outstanding, except to (i) correct an ambiguity or formal defect or omission, including any subsequent amendments 01-34172.06 13 L thereto; (ii) grant and confer upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security that may be lawfully granted to or conferred upon the Bondholders or the.Trustee; (iii) issue Additional Bonds or refunding bonds; (iv) comply with such requirements of the Code as are necessary in the opinion of nationally recognized bond counsel to make the interest on the Bonds exempt from federal income taxes; or (v) modify, alter, amend or supplement the Indenture in any other respect which in the judgment of the Corporation, as concurred in by the Indenture, is not materially adverse to the Bondholders. Amendment of the Agreement. No amendment to the Agreement shall be made without the consent of the Trustee. Amendments may be made with the consent of the owners of two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental payable by the City be reduced or the payment dates extended without the consent of the owners of all Bonds outstanding. Notice of Redemption of Bonds. If a Bond in book-entry-only form is called for redemption, notice shall be mailed to the Depository not less than 30 days or more than 60 days prior to the redemption date. If a Bond not in book-entry-only form is called for redemption, notice shall be given by mailing a copy of the redemption notice by first-class mail not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books of the Corporation kept by the Trustee. Defeasance. The Corporation's obligation as to any Bond shall be discharged when there has been deposited with the Trustee, in trust solely for such purpose, cash or United States government direct or guaranteed obligations maturing in such amount and at such times as will provide funds sufficient to retire such Bond at maturity or earlier permitted redemption date and pay interest and premium, if any, thereon to such retirement date. Events of Default. The following constitute events of default under the Indenture: (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 five days; (b) default in the due and punctual payment of the basic cash rental payments to the Trustee and the continuance thereof for a period of 30 days; or (c) default in the performance or observance of any other of the covenants, agreements or conditions on the Corporation's part contained in the Indenture, or in the Bonds, and the continuance thereof for a period of 30 days after written notice thereof to the Corporation by the Trustee, or by the owners of not less than 20% in aggregate principal amount of Bonds outstanding. Default Remedies. Upon the occurrence of an event of default under the Indenture, the Trustee may, and upon the written request of the owners of 20% in principal amount of the Bonds, shall, accelerate the principal of and the interest on the Bonds. The Trustee may rescind its declaration of acceleration and waive any default under the Indenture under certain circumstances. The owners of not less than 20% in principal amount of Bonds then outstanding shall have the right to request the Trustee, upon being indemnified to its satisfaction, to exercise any remedies available under the Agreement and, to the extent consistent therewith, may sell, 01-34172.06 14 L ti lease or manage any portion of the Project and apply the net proceeds thereof as provided in the Indenture and, whether or not it has done so, proceed to take any other steps needful for its protection and that of the owners of the Bonds subject to the right in all events of the owners of a majority in principal amount of Bonds outstanding to direct the Trustee's action. UNDERWRITING Under a Bond Purchase Agreement (the "Bond Purchase Agreement") entered into by the Corporation and Kirkpatrick, Pettis, Smith, Polian Inc. and Ameritas Investment Corp., as Underwriters (the "Underwriters"), the Bonds are being purchased at a price of 98.9% with respect to principal, plus accrued interest from June 1, 1998. The Agreement provides that the Underwriters will purchase all of the Bonds if any are purchased. The obligation of the Underwriters to accept delivery of the Bonds is subject to various conditions contained in the Bond Purchase Agreement, including the absence of pending or threatened litigation questioning the validity of the Bonds or any proceedings in connection with the issuance thereof and the absence of material adverse changes in the financial or business condition of the Corporation or the City. The Underwriters intend 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 Underwriters reserve the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriters may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the public offering price. CONTINUING DISCLOSURE The City has entered into an undertaking (the "Undertaking") for the benefit of the holders and beneficial owners of the Bonds to send certain financial information and operating data to certain information repositories annually and to provide notice to the Municipal Securities Rulemaking Board or certain other repositories of certain events, pursuant to the requirements of Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12) (the "Rule"). See "APPENDIX B—FORM OF LETTER AGREEMENT." The City is in compliance with each of its undertakings under the Rule. A failure by the City to comply with the Undertaking will not constitute an Event of Default under the Indenture or the Agreement, although any bondholder will have-any available remedy at law or in equity, including seeking specific performance by court order, to cause the City to comply with its obligations under the Undertaking. Any such failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. LITIGATION No litigation is pending or, to the knowledge of the Corporation, threatened in any court to restrain or enjoin the issuance or delivery of any of the Bonds or in any way contesting or 01-34172.06 15 affecting the validity of the Bonds, the related resolution of the Corporation, the Agreement, the Indenture or the City's related ordinance, or contesting the powers or authority of the Corporation to issue the Bonds or to adopt the related resolution or of the City to execute and deliver the Agreement or pass its related ordinance. LEGAL MATTERS Legal matters incident to the authorization and issuance of the Bonds are subject to the unqualified approving opinion of Kutak Rock, Bond Counsel, a copy of whose approving opinion will be delivered with the Bonds. See "APPENDIX C—FORM OF OPINION OF BOND COUNSEL." Certain legal matters will be passed upon for the Underwriters by their counsel, Kutak Rock. . Bond Counsel will express no opinion as to whether the interest on the Bonds is exempt from federal and State of Nebraska taxation. RATINGS Moody's Investors Service ("Moody's") and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of " " and "AA+," respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of such credit rating agencies. An explanation of the significance of such credit ratings may be obtained from Moody's or S&P, as the case may be. There is no assurance that such credit ratings will continue for any given period of time or that they will not be reviewed or withdrawn entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither the City nor the Underwriters have undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to oppose any such proposed revision. Any such downward change in or withdrawal of such credit ratings may have an adverse effect on the market price of the Bonds. FINANCIAL STATEMENTS The general purpose financial statements of the City as and for the year ended December 31, 1996 included as Appendix A to this Official Statement have been audited by KPMG Peat Marwick LLP, independent certified public accountants, as stated in its report appearing therein. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the Corporation and the purchasers or owners of any of the Bonds. The information contained in this Official Statement has been taken from the City, DTC and other sources considered to be reliable, but is not guaranteed. To the best of the knowledge of the undersigned, this Official Statement does not include any untrue statement of a material 01-34172.06 16 ',, fact, nor does it omit the statement of any material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The execution and delivery of this Official Statement have been duly authorized by the Corporation as of the date shown on the cover hereof. CITY OF OMAHA PARKING FACILITIES CORPORATION • By/s/Gregory A. Peterson President • • • 01-34172.06 17 a • APPENDIX A CITY OF OMAHA—GENERAL INFORMATION • 01-34172.06 • APPENDIX A CITY OF OM'AHA—GENERAL INFORMATION • 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 p ty 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 of356,800 people. Transportation Eleven jet carriers and three 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. 01-34172.06 • rr Utility Services Residential, commercial and industrial electric service rates in Omaha historically have been below the national averages, according to reports of the Edison Electric Institute in its Statistical Yearbook of the Electrical Utility Industry. In addition to low rates, the Omaha Public Power District, a Nebraska political subdivision, assures its customers ample power with a net generating capability of 1,926,000 kW. The Metropolitan Utilities District("MUD"), a Nebraska political subdivision, distributes natural gas and water in the Omaha area. Rates compare favorably with those prevailing in other metropolitan areas in the nation. Omaha has a plentiful water supply(Missouri River and Platte River wells)and a water system designed to the standards of the National Board of Fire Underwriters, with a current capacity of 218 million gallons a day. MUD's supply of natural gas is purchased wholesale from Northern Natural Gas Company. This supply is supplemented with peak-shaving storage facilities which can provide up to approximately 30% of peak demand. There have been no interruptions of natural gas service to firm commercial and residential customers and no interruptions are expected in the foreseeable future. MUD continues to add new natural gas customers. Education 1 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,and School District of Ralston. The School District of Omaha has the largest enrollment of pupils residing within the City. The City is also served by a number of private and parochial schools at both the elementary and secondary levels. Health Services There are 13 hospitals within the City of Omaha, six of them classified as acute-care community hospitals. Of the remaining seven hospitals, two are acute-care hospitals operated by governmental entities (one by the State of Nebraska and one by Douglas County), four are specialized hospitals (pediatrics, maternity care, geriatrics and • psychiatry), and one is a major hospital of the Veterans Administration. There are more than 1,200 physicians and more than 300 dentists in Omaha; their services are utilized both by Omaha residents and by persons within the surrounding region. • Military The United States Strategic Command ("StratCom") is headquartered at Offutt Air Force Base, just south of Omaha. StratCom has been assigned planning and targeting responsibility for the nation's strategic nuclear weapons. Economy From an economy founded on the livestock industry in the late nineteenth century, Omaha has become a major grain market in the United States. Food processing is also an important part of the economy and is represented by such companies as ConAgra,Inc.,Kellogg Company and Campbell Soup Company. Concurrently with the growth of the City's agribusiness industry,new and related industries began to develop in the area. The City has an increasingly well-diversified economy, although it still remains agriculturally oriented. The Omaha MSA contains more than 670 manufacturing plants, including plants operated by Lucent Technologies (formerly AT&T Technologies Inc.), Vickers, Inc. (a Trinova Company), Lozier Corporation and Valmont Industries Inc. In the early 1980's, Omaha began developing as a major participant in the reservation and direct-response center industry. Currently, there are 27 such firms located within the City. In total they employ a labor force in excess of 20,000. Major employers in this group include First Data Resources, Hyatt Reservations, Idelman Telemarketing, Inc., Marriott Reservations,Wats Marketing of America,West Telemarketing and 900 Services, Inc. • 01-34172.06 A-2 • 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. 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 February 1998 was 2.3%, compared with a rate of 5.0%for the United States as a whole. 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 December 1997 Offutt Air Force Base* Department of Defense 11,151 First Data Card Services Group Credit Card Processors 6,500 Alegent Health Health Care 6,000 University of Nebraska Medical Center University,Hospital,Clinics 5,800 Omaha Public Schools School System 5,711 Mutual of Omaha/United of Omaha Insurance' 5,200 . Methodist Health System Health Care 4,400 Union Pacific Railroad Railroad 3,851 Baker's Supermarkets Retail 3,500 Oriental Trading Co. Wholesale 3,500 Lucent Technologies Communications 3,200 City of Omaha Municipal Government 3,200 *Located in Sarpy County(immediately south of Omaha) • 01-34172.06 A-3 • Omaha MSA Nonagricultural Wage and Salary Employment ' Average for 1997 January1998 %of %of Number , Total Number Total Industry Manufacturing 39,652 9.96 39,931 9.92 I Construction and Mining 18,393 4.62 18,372 4.56 Transportation,Communications and Utilities 28,002 7.03 28,414 7.06 Retail Trade 69,715 17.50 70,162 17.42 Wholesale Trade 25,917 6.51 27,278 6.77 Finance,Insurance and Real Estate 34,405 8.64 35,854 8.90 Services 131,375 32.99 131,070 32.55 Government 50.810 12.76 51,609 12.82 Total 398,269 100.01 402,690 100.00 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 *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. Retail Sales—Douglas County Retail Retail Year Sales(000) Year Sales(000) 1980 $1,873,004 1988 $3,311,816 1981 2,017,847 1989 3,481,232 1982 2,250,087 1990' 3,717,333 1983 3,073,914 1991 3,567,814 1984 2,739,494 1992 4,266,146 1985 2,904,388 1993 4,739,758 1986 3,163,571 1994 5,058,311 1987 3,074,692 1995 5,248,178 1996 5,203,261 Source: Sales and Marketing Management. 01-34172.06 A-4el. • • 1 ' ` • • s. 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. • • • • • 01-34172.06 • A-5 APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION PART ONE Selected City of Omaha Financial Information PART TWO Independent Auditors'Report and General Purpose Financial Statements 01-34172.06 • • • APPENDIX B • CITY OF OMAHA—FINANCIAL INFORMATION , PART ONE SELECTED CITY OF OMAHA FINANCIAL INFORMATION • CITY OF OMAHA GENERAL FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,1997 • 1993 1994 1995 1996 1997 Revenue: Property taxes $42,526,712 $44,043,664 $46,135,190 $49,045,482 $50,702,661 • City sales and use tax 60,931,372 66,875,807 .69,814,452 72,648,827 78,813,502 Business taxes 20,957,900 21,610,353 21,855,710 • 18,456,299 . 20,318,275 Licenses and permits 3,740,715 4,075,181 4,505,667 5,227,089 5,592,435 Intergovernmental revenue 5,256,442 5,206,806 5,579,103 10,164,635 9,979,873 Charges for services 7,059,864 7,603,140 8,305,645 9,273,745 9,800,334 Investment income 2,312,140 2,357,026 4,069,580 8,752,472 3,885,505 Rents and royalties 428,853 320,148 352,094 330,147 293,470 Miscellaneous 372,780 589,430 1,702,253 595,274 667,093 Total revenue $143,586,778 $152,681,555 $162,319,694 $169,493,970 $180,053,148 • Expenditures: • General govemment 18,444,824 19,918,689 24,593,689 20,962,752 $20,943,378 Parks,recreation&public property 12,849,361 13,990,022 14,187,579 13,217,900 15,553,994 Public safety 61,265,388 61,900,313 57,573,160 76,521,840 98,758,384 Public works 14,569,119 13,636,165 18,446,592 15,343,372. 15,898,778 Public library 4,798,539 3,992,385 5,433,643 4,943,115 5,899,768 Retiree benefits 24,652,517 25,647,435 31,676,957 30,009,047 7,631,269 Lease-purchase agreements 1,841,261 1,950,602 2,213,716 2,786,050 2,847,592 Other 2,920,330 4,872,411 4,160,955 4,495,625 6,465,195 Total expenditures $141,341,339 $145,908,022 $158,286,291 $168,279,701 $173,998,358 , Excess(deficiency)of revenues over expenditures 2,245,439 .6,773,533 4,033,403 1,214,269 6,054,790 Other sources(uses)of financial resources: Initial credit 1,403,471 1,102,618 1,461,246 1,663,963 1,674,990 Operating transfers(net) (2,187,664) (6,212,188) (3,819,6591 (1,188,194) (3,858,176) • Net other sources(uses) of financial resources (784,1931 (5,109,570) (2,358,413) 475,769 (2,183,186) Excess(deficiency)of revenues over expenditures and other sources(uses)of • financial resources* 1,461,246 1,663,963 1,674,990 1,690,038 3,871,604 Fund balance,beginning of year 2,506,089 2,563,864 3,125,209 3,338,953 3,365,028 Less—initial credit (1,403,471) (1,102,618) (1,461,2461 (1,663,963) (1.674,990) Fund balance,end of year $ 2,563,864 $ 3,125,209 $ 3,338,953 $ 3,365.028 $ 5,561,642 *City of Omaha procedure in General Fund budgeting is as follows:at the end of each fiscal year the excess,if any,-of revenues and adjustments over expenditures and encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following the year in which the excess has arisen. Source: Records of the Finance Department,City of Omaha. 01-34172.06 • • CITY OF OMAHA GENERAL DEBT SERVICE FUND STATEMENT OF REVENUE,EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31,1997 1993 1994 1995 1996 1997 Revenue: Taxes $21,388,952 $22,000,258 $21,749,152 $22,980,869 $22,497,079 Receipts in lieu of taxes 78,425 75,567 68,501 70,351 71,721 Interest income 428,713 283,958 0 279,865 220,953 Total revenue 21,896,090 22,359,783 21,817,653 23,331,085 22,789,753 Contributions from annexed areas—net 242,476 2,560,996 1,609,780 3,772,012 • 3,646,329 Total revenue and contributions 22,138,566 24,920,779 23,427,433 27,103,097 26,436,082 Expenditures: Outside services: Professional fees&liabilities 64,146 21,604 1,556,292 509,566 407,167 Collection fees 223,862 224,693 217,457 235,274 203,893 Total outside services . 288,008 246,297 1,773,749 a 744,840 611,060 General obligation bonds: Interest expense 7,656,225 7,652,129 7,807,098 8,192,440 8,745,421 Bonds retired 50,978,226 13,762,625 30,298,547 17,685,000 18,410,000 Total general obligation bonds 58,634,451 21,414,754 38,105,645 25,877,440 27,155,421 Total expenditures 58,922,459 21,661,051 39,879,394 26,622,280 27,766,481 Excess of revenues and contributions over(under) (36,783,893) 3,259,728 (16,451,961) 480,817 (1,330,399) expenditures Other financing sources(uses): Refunding Bonds 37,009,981 0 17,845,832 3,255,000 11,975,000 Excess of revenues and contributions over(under) expenditures and other financing sources) 226,088 3,259,728 1,393,871 3,735,817 10,644,601 Fund balance at beginning of year 11,297,451 11,523,539 14,783,267 16,177,138 19,912,955 Fund balance at end of year $11,523,539 $14,783,267 $16,177,138 $19,912,955 $30,557,556 ' Source: Records of Finance Department,City of Omaha. 01-34172.06 - B-2 • Property Valuations and Debt Ratios as of December 31 19933 1994 1995 1996 1997 Actual Valuation' $9,840,315,645 $10,109,771,409 $10,949,475,973 $11,779,497,682 $12,867,909,736 Net Direct General Obligation Bonded Debt2 127,586,461 ' 128,491,733 137,232,862 144,202,045 156,002,444 %of Net Direct General Obligation Bonded Debt to Actual Valuation 1.30% 1.27% 1.25% 1.22% 1.21% 'Source: Records of Accounting Department,Office of the Douglas County Clerk. 2Amounts shown above as Direct General Obligation Bonded Debt are net of the fund balance in the Debt Service Fund. See"CITY OF OMAHA DEBT SERVICE FUND STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE." 3The 1993 taxable valuation was calculated by including increases in valuation due to growth and revaluation and factoring in a 24%reduction in personal property valuations. The reduction is the result of Nebraska Supreme Court rulings which declared that the state's then-existing personal property tax laws were discriminatory and, therefore, unconstitutional. The reductions in tax collections were reimbursed by the State. Population,Net General Bonded Debt and Per Capita Debt • • Per Capita Net Direct Net Direct General Obligation General Obligation Year Population' Bonded Debt2.3 Bonded Debt 1950 251,117 $ 11,100,500 $ 44.20 1960 301,598 30,697,871 101.78 1970 346,929 71,586,248 206.34 1980 313,911 73,939,298 235.54 1990 335,795 115,435,013 • 343.77 1991 338,300 123,242,603 364.30 1992 ' 342,600 125,857,549 367.36 1993 342,885 127,586,461 372.10 1994 346,338 128,491,733 371.00 1995 349,007 137,232,862 393.21 1996 354,263 144,202,045 407.05 1997 364,300 156,002,444 428.33 • 'Source: United States Census. 2Records of the Finance Department,City of Omaha. 3 In 1982, the Cityof Omaha inaugurated a new g e annexation policy. The current annexation policy is designed to create annual, balanced annexation packages and establish consistency from year to year. Such annexation packages combine areas with relatively high outstanding indebtedness in relation to assessed valuation with other areas that have a more positive financial picture. These balanced packages can then be added to the City without tax increase to cover retirement of the additional debt assumed by the City. Under this approach, Omaha has grown by approximately 45,000 people and 19 square miles as a result of annexations since 1980. • • 01-34172.06 B-3 OVERLAPPING DEBT Listed below are the political subdivisions which have the power to levy taxes and the amount of net bonded indebtedness of each,as of November 30, 1997,applicable to the taxable property within the City of Omaha: % Applicable to $Amount Bonds Outstanding City of Omaha Applicable Douglas County' $ 26,345,000 77.00% $ 20,285,650 Omaha-Douglas Public Building Commission2 8,065,000 77.00 6,210,050 School District of Omaha3 55,720,000 86.13 47,991,636 School District of Ralston3 8,400,000 72.94 6,126,960 School District of Millard3 109,670,000 53.56 58,739,252 School District of Elkhorn3 17,705,000 0.051 9,030 School District No.66 • of Douglas County3'4 20,530,000 100.00 • 20.530,000 Net Overlapping Bonded Debt $159,892,578 'Douglas County,under various lease purchase agreements,is obligated to provide for annual rental payments. From 1998 to 2005 the highest annual payment is approximately$2,948,720(in the 1997/1998 fiscal year),the lowest annual payment is approximately$414,315(in the 2004/2005 fiscal year), and the average annual payment is approximately$2,216,000. .2Payable from certain property tax revenues and payments to be made to it by the City of Omaha and Douglas County under certain contractual agreements. Actual rental payments by the City for 1996 were$848,085. The Act authorizing issuance of bonds by the Omaha-Douglas Public Building Commission (the"Commission")permits the Commission to levy a tax of$.017 per$100 of actual valuation on all the taxable property in Douglas County;the levy for 1997-98 is$0.01308 per$100 of actual valuation. However,although the same Act authorizes the City to levy a tax on all the taxable property in the City,except intangible property,of$.017 per$100 of actual valuation in excess of the Charter limitation described under"AUTHORITY TO LEVY TAXES"in this Appendix B,if and to the extent necessary to make the City's payments to the Commission,no such levy has ever been made by the City for such purpose. 3Tax levies for general obligation bond sinking fund purposes are unlimited as to amount. Residents of the City reside in one of the five school districts and pay taxes only to that school district. • 4Includes$10,630,000 of general obligation bonds issued in February 1998. LONG-TERM CONTRACTUAL AGREEMENTS The City of Omaha, under certain existing contractual agreements (including lease purchase agreements), is obligated to provide for annual payments which are a charge on the General Fund and Special Revenue Funds. From 1998 to 2016, the highest annual payment is $5,361,285 (in 2001), the lowest is $274,040 (in 2016), and the average annual payment is $2,302,440, not including payments relating to the Agreement and the Bonds offered by this Official Statement. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha,the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. • 01-34172.06 B-4 L • City of Omaha and Local Authorities and Districts • Revenue and Special Obligation Bonds Outstanding* as of December 31,1997 City of Omaha: Sanitary.Sewerage System Revenue Bonds $ 18,380,000 • • Tax Increment Bonds and Notes 32,623,336 Special Tax Revenue Bonds 11,825,000 Omaha Public Power District 897,242,000 Metropolitan Utilities District of the City of Omaha -0- Airport Authority of the City of Omaha 58,030,000 • Omaha Housing Authority 9,687,140 • *Revenue bond indebtedness is not general obligation debt of the City. Principal and interest are paid solely from revenues arising from operations of the respective City facilities or of the Authority or District issuing such revenue bonds. No taxes are levied for payment of either principal or interest. Nor are the Tax Increment Bonds and Notes and Special Tax Revenue Bonds referred to above general obligations of the City. Principal and interest are paid (I)either from that portion of the ad valorem tax on real property in a redevelopment'project which is in excess of that portion of the ad valorem tax upon real property in such redevelopment project produced by the levy at the rate fixed each year by or for each public body levying a tax in such redevelopment project on the valuation for assessment of the taxable real property as last certified for the year prior to the providing for division of such taxes pursuant to • the redevelopment plan or(2)from special tax revenues collected pursuant to redevelopment laws. . AUTHORITY TO LEVY TAXES Under the City Charter, the tax levy of the City in any year for all purposes shall not exceed the total of (i)$.6125 per $100 of actual taxable value plus (ii) whatever tax levy is necessary to provide for principal and interest payments on the indebtedness of the City, for the administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of judgments and litigation expenses in connection therewith,plus (iii)whatever amount is required to finance certain overtime and holiday pay for members of the police force. In addition, the Omaha-Douglas Public Building Commission Act pursuant to which the Commission issues bonds empowers the City to levy a tax on all the taxable property in the City, except intangible property, of$.017 per $100 of actual valuation in excess of the Charter limitation if and to the extent necessary to make the City's payments to the Commission. Effective July 1, 1998, the tax levy of the City (exclusive of levies for preexisting lease-purchase contracts and bonded indebtedness approved according to law and secured by a levy on property) will be limited by state law to 4501$100 of taxable valuation. See "THE BONDS—Security—Changes to State Property Tax System" in the Official Statement. The City's tax levy during its current fiscal year ending December 31, 1998 is shown in the following table. No separate levy above the Charter limitation was made for payments to the Omaha-Douglas Public Building Commission. A levy of the additional $.017 authorized by the Omaha-Douglas Public Building Commission Act would have meant an additional levy of$2,182,537. Set forth in the following table is a detailed summary of the property tax levied on real and personal property in the City. Total Property Tax Levies in the City of Omaha (Levied on Real and Tangible Personal Property) 1994 1995 1996 1997 1998 (amount per$100 of actual valuation) City of Omaha General Fund $.4266 $.4163 $.4113 $.3895 $.3233 • Debt Service Fund .2148 .1963 .1913 .1712 .1992 Judgment Fund .0044 .0043 .0043 .0093 .0109 Riverfront Redevelopment Fund .0046 .0044 .0044 .0034 .0143 Total for City of Omaha $.6504 $.6213 $.6113 $.5734 $.5477 • 01-34172.06 B-5 • s, i' 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98 (amount per$100 of actual valuation) Other Taxing Units M.U.D.-Water Hydrants $.0115 $.0115 $.0110 $.0107 $.0099 $.0095 Douglas County .2915 .2912 .2775 .2886 .2670 .2476 School District of Omaha' 1.5293 1.6477 1.6673 1.6417 1.5258 1.3937 School District No.66 of Douglas County' 1.5758 1.6193 1.5355 1.4694 1.5360 1.4562 School District of Ralston' 1.8789 1.8837 1.9023 1.9247 1.7310 1.5518 School District of Millard' 1.4111 1.4111 1.4718 1.5732 1.5225 1.4995 School District of Elkhorn' N/A N/A N/A N/A N/A 1.0732 State Educational Service .0197 .0197 .03822 .03502 .03342 .03182 Units Omaha-Douglas Public .0170 Building Commission .0170 .0149 .0133 .0131 .0131 Papio Missouri River Natural Resources District .0357 .0357 .0350 .0334 .0325 .0326 Metropolitan Technical Community College .0773 .0767 .0776 .0775 .0775 .0771 Omaha Transit Authority .0700 .0700 .0635 .0594 .0548 .0503 'Residents in Omaha reside in one of the above five school districts and pay taxes only to that school district , 2Residents residing in school districts other than the School District of Omaha pay$.0331'or$.0380. • 01-34172.06 B-6 • • Major Taxpayers' • The following are firms located within the City of Omaha with the greatest 1997 real estate valuations. Value of ' Taxpayer Real Property United Benefit Life Insurance Co.(Mutual/United) $78,137,400 Prudential Insurance Company of America 64,796,300 Creighton Saint Joseph Regional Healthcare System 57,049,700 Oak View Mall Corporation 53,261,000 Simon Property Group 47,505,000 Woodmen of the World Life Insurance Society 24,500,000 Lucent Technologies Inc. 24,120,000 • Crescent Real Estate Equities 23,700,000 Regency Associates 20,855,100 Omaha Hotel Inc. 20,757,200 • • Guarantee Mutual Life 18,973,500 PDM Inc. 18,898,700 First Data Resources Inc. 17,511,900 Vanderbilt Ltd. 17,125,900 Kellogg USA Inc. 16,620,700 Physicians Mutual Insurance Co. 16,525,000 Nebraska Furniture Mart 16,039,700 SFI Ltd.Partnership 13 et al. 16,005,000 First National of Nebraska Inc. 15,640,000 Omaha Hotel Investors Limited 15,420,000 LAFP SF Inc. 15,248,200 Oriental Trading Co.Inc. 15,126,300 Shorenstein Realty Investors 13,950,000 • Red Lion Inns Operating L P. 13,829,500 • Construction Developers Inc. 13,550,000 State Street Bank and Trust 13,500,000 • First National Bank of Omaha 13,237,200 Immanuel Inc. 13,094,600 SFI Ltd.Partnership 12 12,809,500 Consolidated Capital Prop. 11,807,200 Norwest Bank Nebraska 11,467,300 Loyal Katskee • 11,188,300 Comfed-Dodge Fund VII 11,164,800 Broadmoor Apartments Limited 11,023,000 Camelot Village Dev.Co. 10,676,800 CFT Company 10,435,000 Federal Reserve Bank 10,265,300 Thomasville Inc. 10,230,000 • Bernard Taulborg 10,190,200 Clarkson Memorial Hospital 10,174,500 Prefco XI Limited Partnership 10,121,800 • i1n 1986, valuations for Northwestern Bell Telephone Co. (predecessor in interest to US WEST) and Union Pacific Corp. were $52,368,000 and $14,212,600,respectively. Since 1987,valuations for these taxpayers have been determined on a statewide basis and taxes are collected by the Nebraska Department of Revenue. The centrally collected taxes are distributed to local taxing units in proportion to property valuations therein. Source: Records of the Tax Control Supervisor,Office of the Douglas County Clerk,as of June 14,1997. 01-34172.06 B-7 OH PROPERTY TAX COLLECTIONS Property taxes on tangible property,real and personal, are levied by the City of Omaha, collected by the Douglas County Treasurer'and remitted to the City. Real property taxes are levied September 1 of each year and become due .December 31. The first half of tax payable becomes delinquent the following April 1 and the second half August 1. Personal property taxes are levied September 1 of each year and become due November 1. The first half of tax payable becomes delinquent December 15 and the second half the following July 1. Taxes for Year Shown Prior Years' Year Ended Amount %' Taxes Total December 31 Certified Collected Collected Collected Collections 1992 $64,533,711 $62,482,543 96.8% $3,077,626 $65,560,169 1993 64,001,413 62,062,689 97.0 3,209,644 65,272,333 1994 65,753,953 64,153,434 . 97.6 2,996,534 67,149,968 1995 68,020,335 66,426,577 97.7 2,421,640 68,848,217 1996 71,998,646 70,393,644 97.8 2,493,088 72,886,732 1997 73,785,881 72,234,650 97.9 2,404,921 74,639,571 Source: Records of Finance Department,City of Omaha. DEBT MANAGEMENT General Obligation Debt Margin Article V,Section 5.27,Home Rule Charter of the City of Omaha, 1956,as amended,provides: • The total amount of general obligation indebtedness outstanding at any time,which shall include bonds issued but shall not include bonds authorized until they are issued, shall not exceed 3.5 per cent of the actual value of taxable real and personal property in the city. Computation of the general obligation debt margin as defined in the Home Rule Charter, as of December 31, 1997,based upon 1997 valuation,reflects the following: Maximum debt limit(3.5%of total assessed valuation) $450,376,841 General obligation bonds outstanding $186,560,000 Less balance in General Obligation Debt (30,557,556) 156,002,444 Service Fund December 31, 1997 General obligation debt margin $294,374,397 Revenue bond indebtedness, special obligation bonds, general obligation notes and lease-purchase agreements are not chargeable against the general obligation debt margin. The City of Omaha has no general obligation notes outstanding. Revenue and special obligation bond indebtedness and lease purchase agreement obligations are set forth • herein under the captions "OVERLAPPING DEBT" and "City of Omaha and Local Authorities_and Districts Revenue and Special Obligation Bonds Outstanding." Debt Payment Record The City of Omaha has never defaulted on its obligations to pay principal of or interest on its indebtedness. 01-34172.06 B-8 L V C ` •• . • CASH RESERVE FUND • At a special City election held on November 6, 1984, voters of the City approved an amendment to Section 5.03 of the City Charter to provide in subsection (10) for the establishment of a cash reserve fund ("Cash Reserve Fund") for the purpose of meeting emergencies arising from: • • (a) . the loss or partial loss of a revenue source; (b) an unanticipated expenditure demand due to a natural disaster,casualty loss or act of God; (c) expenditure demand for the satisfaction of judgments and litigation expenses when the Judgment Levy Fund balance is inadequate;or (d) conditions wherein serious loss of life,health or property is threatened or has occurred. The 1984 amendment to the City Charter authorized the appropriation at the close of any fiscal year for credit to the Cash Reserve Fund of any amount, or portion thereof, held as General Fund surplus. Income earned on amounts credited to the Cash Reserve Fund is retained in the fund. The maximum size of the Cash Reserve Fund was established at • an amount equal to 4%of General Fund appropriations. The ordinance adopted by the City Council to close Fiscal 1984 Accounts provided that the sum of$1,600,000 be transferred from 1984 available budgetary balances as the initial credit to the Cash Reserve Fund to be held as provided in Section 5.03(10) of the City Charter. The 1997 year end transfer ordinance credited $100,000 to the Cash Reserve Fund,increasing the balance as of December 31, 1997 to$3,197,400. • • • • • 01-34172.06 B-9 11131 APPENDIX C FORM OF LETTER AGREEMENT June 10, 1998 • First National Bank of Omaha, as Trustee - 161h and Dodge Streets Omaha, NE 68102 $12,015,000 City of Omaha Parking Facilities Corporation Lease Revenue Bonds (OmahaPark Six Project) Series 1998 Ladies and Gentlemen: (a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska (the "City") and First National Bank of Omaha, as Trustee (the "Trustee") under that certain Indenture of Trust dated as of June 1, 1998 (the "Indenture"), for the benefit of the holders and beneficial owners of the $12,015,000 City of Omaha Parking Facilities Corporation Lease Revenue Bonds (OmahaPark Six Project), Series 1998 (the "Bonds") and to facilitate compliance with Section(b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). This Letter Agreement is being executed and delivered to assist Kirkpatrick, Pettis, Smith, Polian Inc. and Ameritas Investment Corp. (collectively, the "Underwriter"), as Participating Underwriters under the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph (b) hereof. (b) The following are the definitions of the capitalized terms used herein and not otherwise defined in the Indenture: "Annual Financial Information" means the financial information or operating data with respect to the City, provided at least annually, of the type included in Appendix A hereto. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP") for governmental units as prescribed by the Government Accounting Standards Board ("GASB"). Such financial statements may, but are not required to, be Audited Financial Statements. "Audited Financial Statements" means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by. GASB, which financial statements shall have been audited by the City Council Audit Committee. • 01-34172.06 • "Material Event" means any of the following events, if material, with respect to the Bonds: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) Modifications to rights of Bondholders; (viii) Bond calls (other than mandatory sinking fund redemptions); (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the Bonds; and (xi) Rating changes. "Material Event Notice"means written or electronic notice of a Material Event. "NRMSIR" means a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date of this Letter Agreement are: Bloomberg Municipal Repository Municipal Department Expedited Delivery Address: Post Office Box 840 100 Business Park Drive Princeton,NJ 08542-0840 Skillman, NJ 08558 Internet address: MUNIS@bloomberg.com Telephone: 609/279-3200 FAX: 609/279-5962 and 609/279-5963 01-34172.06 C-2 1 • DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Internet address: nrmsir@pcdata.com Telephone: 201/346-0701 FAX: 201/947-0107 JJ Kenny Information Services The Repository 16 Floor,65 Broadway New York, NY 10006 Contact: Ms. Joan Horai, Repository Telephone: 212/770-4568 FAX: 212/797-7994 Thomson NRMSIR Secondary Market Disclosure 3 Floor, 395 Hudson Street New York, NY 10014 Internet address: Disclosure@muller.com Contact: Ms. Carolina Chin Telephone: 212/807-3767 FAX: 212/378-0952 "SID"means a state information depository as operated or designated by the State of Nebraska and recognized by the Securities and Exchange Commission by no-action letter as such for the purposes referred to in the Rule. There is not a SID as of the date of this Letter Agreement. (c) The City undertakes to provide the following information as provided in this Letter Agreement: (1) Annual Financial Information; (2) Audited Financial Statements, if any; and (3) Material Event Notices. (d)(1) The City shall while any Bonds are Outstanding provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City (the "Submission Date"), beginning in 1999, to the Trustee, who shall provide such Annual Financial Information to each then existing NRMSIR and the SID, if any, on or before the date which is five days after the Submission Date (the "Report Date") while any Bonds are Outstanding or, if not received by the Trustee by the second Business Day prior to the Report Date, then within five Business Days of its receipt by the Trustee. The City shall include with each submission of Annual Financial Information to the Trustee a written representation addressed to the Trustee to the effect that the Annual Financial Information is the Annual Financial Information required hereby and that it complies with the applicable requirements 01-34172.06 C-3 y y a hereof. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to the Trustee and to each then existing NRMSIR or the Municipal Securities Rulemaking Board ("MSRB") and the SID, if any.. It shall be sufficient if the City provides to the Trustee and the Trustee provides to each then existing NRMSIR and the SID, if any, any or all of the Annual Financial Information by specific reference to documents previously provided to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. (2) If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements to the Trustee when and if available while any Bonds are Outstanding and the Trustee shall then promptly provide each then existing NRMSIR and the SID, if any, with such Audited Financial Statements. (3)(i) If a Material Event occurs while any Bonds are Outstanding, the City shall provide written or electronic notice of a Material Event in a timely manner to the Trustee. The Trustee shall promptly prepare a Material Event Notice, which shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds, and shall promptly provide the Material Event Notice to each then existing NRMSIR or the MSRB and the SID, if any. (ii) The Trustee shall promptly advise the City whenever, in the course of performing its duties as Trustee hereunder or under the Indenture, the Trustee identifies an occurrence which, if material, would require the City to provide a Material Event Notice pursuant to subparagraph(d)(3)(i), provided that the failure of the Trustee to so advise the City shall not cause a breach by the Trustee of any of its duties and responsibilities hereunder. (4) The Trustee shall, without further direction or instruction from the City, provide in a timely manner to each then existing NRMSIR or the MSRB and to the SID, if any, notice of any failure by the City while any Bonds are Outstanding to provide to the Trustee Annual Financial Information on or before the Report Date (whether caused by failure of the City to provide such information to the Trustee by the Submission Date or for any other reason). For the purposes of determining whether information received from the City is Annual Financial Information, the Trustee shall be entitled to rely conclusively on the City's written representation made pursuant to paragraph (d)(1) hereof. (5) If the City provides to the Trustee information relating to the City or the Bonds, which information is not designated as a Material Event Notice, and directs the Trustee to provide such information to information repositories, the Trustee shall provide such information in a timely manner to the MSRB and the SID, if any. (6) The Trustee shall determine each year prior to the Report Date the name and address of each NRMSIR and the SID, if any. (e) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no longer are Outstanding. This Letter Agreement, or any provision hereof, shall be null and void in the event that the City delivers to the Trustee an opinion of 01-34172.06 C-4 11111 • I ` nationally recognized bond counsel to the effect that those portions of the Rule which require this Letter Agreement, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds, provided that the Trustee shall have provided notice of such delivery and the cancellation of this Letter Agreement or any provision hereof to each then existing NRMSIR or the MSRB and the SID, if any. (f) This Letter Agreement may be amended by the City and the Trustee, without the consent of the Bondholders, but only upon the delivery by the City to the Trustee of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Letter Agreement and by the City with the Rule and that such amendment complies with this paragraph (f), provided that the Trustee shall have provided notice of such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such amendment shall satisfy the following conditions: (1) The amendment may be made only in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the City, or type of business conducted; (2) This Letter Agreement, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (3) The amendment does not materially impair the interest of holders of the Bonds, as determined by nationally recognized bond counsel, or by approving vote of holders of the Bonds pursuant to the terms of the Indenture at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change in the type of operating data or financial information being provided. (g) Any failure by the parties hereto to perform in accordance with this Letter Agreement shall not constitute an "Event of Default" under the Indenture or the Lease Purchase Agreement, and the rights and remedies provided by the Indenture upon the occurrence of an "Event of Default" shall not apply to any such failure. The Trustee shall not have the power or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations hereunder. (h) This Letter Agreement shall begoverned byand construed in accordance with the �' laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses matters of federal securities laws, including the Rule, this Letter Agreement shall be construed in accordance with such federal securities laws and official interpretations thereof (i) Article X of the Indenture is hereby made applicable to this Letter Agreement as if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee shall have only such duties as are specifically set forth in this Letter Agreement, and the City agrees, subject to the availability of appropriations of funds to it therefor and other moneys 01-34172.06 C-5 • legally available for the purpose, to indemnify and hold harmless the Trustee from and against . any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee may incur (or which may be claimed against the Trustee by any person or entity whatsoever) arising out of or in the exercise or performance of its powers and duties hereunder, but excluding liabilities due to the Trustee's gross negligence or willful misconduct. (j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, the Underwriter, the City of Omaha Parking Facilities Corporation and the holders from time to time of the Bonds and shall create no rights in any other person or entity. (k) This Letter Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Very truly yours, [SEAL] CITY OF OMAHA, NEBRASKA ATTEST: By Mayor City Clerk APPROV AS FORM: Assistant City orney Acknowledged and Accepted as of the date first above written: FIRST NATIONAL BANK OF OMAHA, as Trustee By Authorized Signatory 01-34172.06 C-6 APPENDIX D FORM OF OPINION OF BOND COUNSEL June , 1998 • City of Omaha Parking Facilities Corporation City of Omaha Planning Department Suite 1100, 1819 Farnam Street Omaha, NE 68183 $12,015,000 City of Omaha Parking Facilities Corporation Lease Revenue Bonds (OmahaPark Six Project) Series 1998 Ladies and Gentlemen: • We have acted as Bond Counsel in connection with the issuance and sale by City of Omaha Parking Facilities Corporation, a nonprofit corporation organized under the laws of the State of Nebraska (the "Corporation"), of its Lease Revenue Bonds (OmahaPark Six Project), Series 1998, on behalf of the City of Omaha, Nebraska (the "City"), in the aggregate principal amount of$12,015,000 (the "Bonds"). The Bonds are issued as fully registered bonds without coupons, are dated June 1, 1998, bear interest semiannually on June 1 and December 1 of each year, commencing December 1, 1998 at the rates per annum set forth below and mature on June 1 of the years and in the principal amounts set forth below: • Year Principal Amount Interest Rate 1999 $ 315,000 6.00% 2000 335,000 6.00 2001 355,000 6.05 2002 , 375,000 6.05 2003 400,000 6.10 2008 2,390,000 6.25 2018 7,845,000 6.70 The Bonds maturing on June 1, 2009 and thereafter are subject to redemption at the option of the Corporation in whale at any time or in part on any interest payment date on of after June 1, 2008 and to extraordinary mandatory redemption in whole at any,time. The Bonds maturing on June 1, 2008 and on June 1, 2018 are subject to mandatory sinking fund redemption on June 1, 2004 and on June 1, 2009, respectively, and on each June 1 thereafter until their respective maturities. The Bonds have been issued under and pursuant to the Constitution and laws of the State of Nebraska and in accordance with (i) the provisions of a resolution (the "Resolution") adopted • 01-34172.06 4 by the Board of Directors of the Corporation that authorized the issuance of the Bonds and the execution and delivery of the Lease-Purchase Agreement dated as of June 1, 1998 (the "Agreement") by and between the Corporation and the City, the Indenture of Trust dated as of June 1, 1998 (the "Indenture"),by and between the Corporation and FirsTier Bank Omaha, N.A., as trustee (the "Trustee"), the Amended and Restated Ground Lease dated as of September 1, 1995 (the "Lease") between the Corporation and the City and the Bond Purchase Agreement dated June 2, 1998 between the Corporation and Kirkpatrick, Pettis, Smith, Polian Inc. and Ameritas Investment Corp. (collectively, the "Underwriter"); and (ii) the provisions of Ordinance No. 34553 (the "Ordinance") passed by the City Council of the City on May 19, 1998, which Ordinance authorized the execution and delivery of the Agreement, the Lease and the Letter Agreement dated June 10, 1998 between the City and the Trustee and approved the Indenture and the terms of and the issuance of the Bonds. The Bonds have been issued to provide the funds for the remaining portion of the cost of acquiring, constructing, furnishing and equipping a public parking garage designated "OmahaPark Six"under construction in the City of Omaha, Nebraska(the"Project"), including repaying and refunding an issue of the Corporation's lease revenue bond anticipation notes, the proceeds of which were used to pay a portion of the costs of the Project. The Project site is leased by the City to the Corporation pursuant to the Lease. Under the Agreement, the City will be granted possession of the Project and the right to acquire all of the Corporation's interest in and to the Project. In connection with the issuance of the Bonds, we have examined the following: (a) the Articles of Incorporation and Bylaws of the Corporation; (b) the Resolution; (c) the Ordinance; (d) executed counterparts of the Agreement; (e) executed counterparts of the Indenture; (f) executed counterparts of the Lease; (g) executed counterparts of the Letter Agreement; (h) the form of Bond No. R-1; and (i) such other proceedings, opinions, records, documents, Code provisions and statutes as we deemed necessary and appropriate in rendering this opinion. In connection with the issuance of the Bonds, we are of the opinion that: (1) The Corporation is a nonprofit corporation validly created and existing in the State of Nebraska. (2) The Corporation has the power to issue the Bonds for the purpose and in the manner and to apply the proceeds of the sale of the Bonds as set forth in the Indenture. 01-34172.06 D-2 r (3) The Agreement has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the City, represents a valid and binding agreement of the Corporation and the City, enforceable in accordance with its terms. (4) The Indenture has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the Trustee, represents the valid and binding agreement of the Corporation and the Trustee, enforceable in accordance with its terms. (5) The Lease has been duly authorized, executed and delivered by the Corporation and, assuming due authorization, execution and delivery by the City, represents the valid and binding agreement of the Corporation and the City, enforceable in accordance with its terms. (6) The Bonds are in proper form and have been executed by proper officers of the Corporation. The Bonds constitute valid and legally binding obligations of the Corporation payable, as to principal and interest, solely and only from the Rental Payments (as that term is defined in the Agreement) from the City's use of the Project. (7) The Rental Payments payable by the City under the terms of the Agreement are general obligations of the City and are payable from the City's General Fund each year of the term of the Agreement on the same basis as operating expenses and other contractual obligations of the City. Rental Payments are payable out of the funds of the City which may be raised, among other sources, by taxes levied by valuation on all the taxable property within the boundaries of the City and by sales taxes, subject to applicable taxing limitations. (8) The Agreement represents unconditional obligations of the City and is not subject to annual renewal. (9) The obligations of the parties and the enforceability of the provisions contained in the Agreement, the Indenture and the Lease relating to the parties may be subject to general principles of equity which permit the exercise of judicial discretion and are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally... We express no opinion as to whether the interest on the Bonds is exempt from federal and State of Nebraska taxation. We express no opinion as to the title to, or the sufficiency in, the Agreement, the Indenture or the Lease or otherwise of the description of the Project or the priority of any liens, charges or encumbrances of the Project. Very truly yours, 01-34172.06 D-3 •..7 • PART TWO INDEPENDENT AUDITORS' REPORT AND GENERAL PURPOSE FINANCIAL STATEMENTS [THIS PAGE LEFT BLANK INTENTIONALLY] CITY OF OMVIAHA, NEBRASKA �...A " ., Table of Contents ift��� •e . Exhibit Page INDEPENDENT AUDITORS' REPORT 1 GENERAL PURPOSE FINANCIAL STATEMENTS Combined Balance Sheet-All Fund Types and Account Groups 1 3 Combined Statement of Revenues,Expenditures and Changes in Fund Balances-All Governmental Fund Types and Expendable Trust Funds 2 6 Combined Statement of Revenues.Expenditures and Changes in Fund Balances (Deficit)-Budget and Actual(Budget Basis)-General and Special Revenue Funds 3 8 Combined Statement of Revenues,Expenses and Changes in Retained Earnings(Deficit)/ Fund Balances-All Proprietary Fund Types and Similar Pension Trust Funds 4 9 Combined Statement of Cash Flows-All Proprietary Fund Types ... 5 10 Notes to General Purpose Financial Statements..»».».»».»......» .»....»»».........». 11 CO• [tills PAGE LEFT BLANK INTENTIONALLY] Peat Marwick LLP Two Central Park Plaza Suite 1501 Omaha,NE 68102 233 South 13th Street,Suite 1600 Lincoln,NE 68508-2041 INDEPENDENT AUDITORS'REPORT The Honorable Mayor and. Members of the City Council City of Omaha,•Nebraska: We have audited the general purpose financial statements of the City of Omaha, Nebraska(the City) as of December 31, 1996 and for the year then ended, as listed in the accompanying table of contents. These general purpose financial statements are the responsibility of the management of the City of Omaha. Our responsibility is to express an opinion on these general purpose financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the general purpose financial statements are free of material misstatement. An audit includes examining, on a test basis, the amounts and disclosures in thegeneral purpose financial statements. An audit evidence supporting also includes assessing the accounting principles used and significant estimates made by management,as well as evaluating the overall general purpose financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the general purpose financial statements referred to above present fairly, in all material respects,the financial position of the City of Omaha,Nebraska at December 31, 1996,and the results of its operations and the cash flows of its proprietary fund types for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated April 18, 1997 on our consideration of the City's internal control structure, and a report dated April 18, 1997 on its compliance with laws and regulations. wormer Fun al •.•� KIv..va.d Per MMwcQ Goon: Our audit was made for the purpose of forming an opinion on the general purpose financial statements taken as a whole. The combining and individual fund and account group financial statements and schedules in Exhibits A-1 through F-4, and the schedule at Table 5 listed in the accompanying table of contents, which are also the responsibility of the management of the City of Omaha, Nebraska, are presented for purposes of additional analysis and are not a required part of the general purpose financial statements of the City of Omaha, Nebraska. Such additional information has been subjected to the auditing procedures applied in our audit of the general purpose financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the general purpose financial statements taken as a whole. The supplemental information in Tables 1 through 4, as listed in the accompanying table of contents, is not a required part of the general purpose financial statements but is supplementary information required by the Governmental Accounting Standards Board. This supplementary information is the responsibility of the management of the City of Omaha, Nebraska. We have applied certain limited procedures which consisted principally of inquiries of management regarding the methods of measurement and presentation of the supplemental information. However,we did not audit the information and express no opinion on it. /<41/4 s2 44 P April 18, 1997 • P4 M1 O M M en M Of N Q r.so O 42 1�1 = 'Oi N 1. 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WI" I . ! at N. =7 �' g i ni i g a 1 Li 1 ati gri � 1111 .111cir a 111111111 O Y wV oO� _.. oi_ V Uim IZUivae ac 8 CITY OF OMAHA NEBRASKA 1° A/ 4 Exhibit 4- Combined Statement of Revenues,Expenses 8�- eg►; and Changes in Retained Earnings(Deficit)/Fund Balances-All i7 r ; Proprietary Fund Types and Similar Pension Trust Funds \ ;� Year ended December 31, 1996 •°• (With comparative totals for 1995) Proprietary Fund Tvoes Fiduciary Totals Internal Fund Type (Memorandum Only) Enterprise Service Pension Trust 1996 1995 Revenues: Sewerage service charges 3 32,410.321 — — 32,410,321 30,097,556 Other user charges 2.911.212 — — 2911,212 2,501,890 Miscellaneous revenues 6328 493,700 73.085 573,113 611,022 Contributions — — 21337,395 21,337,395 18,276,026 Investment income — — 47,401.619 47,401,619 35,913,625 Charges for services — 32.867.660 — 12.867.660 14.861.605 Total revenues 35.327.861 13361360 68.812.099 117.501320 102.261.724 Expenses: Payroll and related taxes and benefits 12,524,180 — — 12,524,180 12.956,766 Outside services 6,130,781 — — 6,130,781 6,021,381 Commodities 2.934.997 594,797 — 3,529,794 3.209.800 Depreciation and amortization _ - 9.298,708 36.786 — 9335,494 8,887.242 Pension plan benefits — — 18.923.810 18,923,810 17,891328 Contribution refunds — — 756,535 756,535 648.683 Trustee's fees — — 1.998,222 1,998,222 1.920.482 Other operating expenses 205,907 401 2,063 208,371 132.424 Claims — 10.812.893 — 10.812.893 18.389.812 Total expenses 31.094573 31.444.877 21.680.630 64.220.080 . 70.057.918 Operating income(loss) 4.233.288 1.916.483 47.131.469 53.281.240 32.203.806 Nonoperating revenue(expenses): Interest income 1153,746 — — 853,746 437,877 Interest on revenue bonds (1,060.813) — — (1,060,813) (1.180,864) Interest on capitalized lease obligations (21336) — — (21536) (49.099) Total nonoperating expenses (228-603) — — (228.603) (792.086) Transfers: ` In 7,000 — 7,000 — Out (57.000) — — (57-000) (50A00) Net transfers (50.000) — (50.000) (50.000) Net income(loss) 3.954,685 1.916,483 47.131.469 53,002,637 31.361.720 Retained earnings(deficit)ftund balances beginning of year 84,041.628 (16.372.552) 364.952.800 432,621,876 395,668,551 Depreciation charged to contributed capital 5.611391 — 5.611_791 , 5591.605, Retained earnings(deficitYfund balances and of year s 91 AAR 104, (14 456 069) 412l 269 491.236304, 432 621 R7fi See accompanying notes to general purpose financial stateanents. • 9 131 CITY OF OMAHA. NEBRASKA ...- Exhibit 5- Combined Statement of Cash Flows- +►V�-�= All Proprietary Fund Types 1171t2'i =7 Year ended December 31, 1996 ° • —70 (With comparative totals for 1995) 'r�o pito. Totals Internal (Memorandum Only) Enterprise Service 1996 1995 ' Cash flows from operating activities: Operating income(loss) S 4,233,288 1.916,483 6,149,771 (1.134,739) Adjustments to reconcile operating income(loss) to net cash provided(used)by operating activities: Depreciation and amortization 9.298,708 36.786 9,335,494 8.887,242 Changes in assets and liabilities: Receivables (2.03,029) 6,205 (196.824) 1,904.215 Inventory 95.355 — 95.355 12.904 . Warrants payable (31.647) (24.721) (56.368) (267.467) Accounts payable (279.358) 11:801 (267.557) (32,574) Claims payable (681683) (2,054,767) (2,737,450) 3.492.605 Accrued compensated absences 116.145 — 116,145 621,005 Accrued liabilities 290.169 5.391 295,560 604.191 Accrued payroll 9 271 — _9.271 34.894 Net cash flows provided(used)by operating activities 12.846_19 (102_822) 12,743397 J4.122.276 Cash flows from noncapital financing activities: Operating transfer in 7.000 — 7,000 — Operating transfer out (57.000) — (57.000) (50.000) Net cash flows from noncapital financing activities (50.000) — (so.0o0) (50.000) Cash flows from capital and related financing activities: Principal payments under capital lease obligations (327.938) — (327,938) (310.902) Principal payments on long-term debt (1900.000) — (2.900,000) (2.500,000) Interest paid on capital lease obligations (21.536) — (21,536) (49,098) Principal payments on notes payable (3.304.117) — (3.304.117) (752,925) Interest paid on long-term debt (1.116.638) — (1.116,638) (1.189.281) Capital e:perdinues (7.851,060) — (7,851,060) (10,745.328) Proceeds from notes payable 1.158.831 — 1,158,831 1.085.200 Contributions from other funds 189345 — 189.345 - Net cash flows from capital and misted financing activities (14.173.113) — U4173.113) (14.462334) Cash flows from investing activities: Change in investments.net 4.244.586 — 4.24406 (1.192.749) Interest received on investments 902797 — 90L797 381.606 Net cash flows from investing activities , 5_1473E3 — 51473*12 (811.143) Net increase(decrease)in cash and cash equivalents 3.770,489 (102.822) 3,667,667 (1.201.201) Cash and cub equivalents at beginning of year .3_g44.268 45A_264 4.29/Ss2 5.495_733 Cash and ash• quivakms at end of year S_.414,2SZ —31124142 7 4� Reeoocitiaaon to general purpose fmancial state Cash and ash equivalents 6.664.820 347.442 7,012,262 2.806,136 Restricted cash and cash equivalents 92.982 — 92,982 346.524 Deposits with trustee *56.955 OMINFIIIIIIIIND . 11,1125/ -1.14117Z $_7 1=Js _34Z442 47..333 Sec accompeaying notes to general purpose financial statement. 10 CITY OF OMAHA, NEBRASKA ```r~`• Notes to General Purpose Financial Statements ,� .-. .- December 31, 1996 WA 4 r ts 1. Summary of Significant Accounting Policies The City of Omaha, Nebraska (the City) was incorporated on February 2, 1857. The City operates under a Home Rule Charter and has a mayor-council form of government with ari elected full-time chief executive, the Mayor, and an elected legislative body, the Council, composed of seven members. The seven Council members each represent one of the City's seven districts. The Mayor and members of the Council are elected through popular vote to four-year terms. The City, as a political subdivision of the State of Nebraska, is exempt from state and Federal income taxes. The following is a summary of the more significant accounting policies: Reporting Entity • The City's general purpose financial statements include all funds and account groups of the financial reporting entity. The basic criteria for including a governmental department, agency, institution, commission, public authority, or other governmental organization in the City's financial reporting entity is'the significance of the City's financial accountability for the governmental unit. The City's general purpose financial statements blend the activity of the City of Omaha Parking Facilities Corporation. The City has evaluated several other potential governmental units for inclusion in its financial reporting entity and has determined it would be inappropriate to do so. Related Organizations The City's officials are responsible for appointing members of the boards of other organizations, but the City's accountability for these organizations does not extend beyond making the appointments. The Mayor or City Council appoint board members of the Omaha Housing Authority,the Omaha Airport Authority, the Metro Area Transit Authority and the Omaha-Douglas Public Building Commission. The City is not financially accountable for these organizations. • 11 • DD A SK A CITY OF O�'IAHA �Dl�1�171�L'� 4 41 Notes to General Purpose Financial Statements ,` I4k' 7: M1., O WO* 1., Continued Basis of Presentation- Fund Accounting The accounts of the City are organized on the basis of funds and account groups, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities, fund balance/retained earnings, revenues and expenditures/expenses as appropriate. The various funds are summarized by type in the general purpose financial statements. The following fund types and account groups are used by the City: — Governmental Fund Types - Governmental funds,are those through which most general governmental functions of the City are financed. The acquisition, use and balances of the City's expendable financial resources and the related liabilities (except those accounted for in Proprietary Funds) are accounted for through governmental funds. The measurement focus is upon determination of and changes in financial position, rather than upon net income determination. The following are the City's Governmental Fund Types: • General Fund- The General Fund is the primary operating fund of the City. It is used to account for all financial resources except those required to be accounted for in another fund.. • Special Revenue Funds - Special Revenue Funds are used to account for the proceeds of specific revenue sources (other than expendable trusts or major capital projects)that are legally restricted to expenditures for specified purposes. • Debt Service Funds - Debt Service Funds are used to account for the accumulation of resources for, and the payment of general long-term debt principal,interest and related costs. • Capital Projects Funds-Capital Projects Funds are used to account for financial resources to be used for the acquisition or construction of major capital facilities (other than those financed by proprietary funds and similar trust funds). • 12 • • CITY OF OMAHA, NEBRASKA . •, Notes to General Purpose Financial Statements 4II*ft= o'. - - to H611%)16 1., Continued Basis of Presentation-Fund Accounting, Continued • — Proprietary Fund Types - Proprietary funds are used to account for the City's ongoing organizations and activities which are similar to those often found in the private sector. The measurement focus is upon determination of net income and capital maintenance. The following are the City's Proprietary Fund types: • Enterprise Funds-Enterprise Funds are used to account for operations that are financed and operated in a manner similar to private business enterprises: (a) where the intent of the governing body is that the costs (expenses, including depreciation) of providing goods or services to the general public on a continuing basis be financed or recovered primarily through user charges; or(b) where the-governing body has decided that periodic determination of revenues earned,expenses incurred,and/or net income is appropriate for capital maintenance, public policy, management control,accountability,or other purposes. • • Internal Service Funds-Internal Service Funds are used to account for the financing of goods or services provided by one department or agency to other departments or agencies of the City or to other governmental units on a cost-reimbursement basis. — Fiduciary Fund Types - Fiduciary Funds are used to account for assets held by the City in a trustee capacity or as an agent for individuals,private organizations, other governmental units and/or other funds. • Trust and Agency Funds-The City's Trust and Agency Funds include Expendable Trusts, Pension Trust and Agency Funds. Pension Trust Funds are accounted for and reported essentially in the same manner as Proprietary Funds. Expendable Trust Funds are accounted for and reported essentially in the same manner as Governmental Funds. Agency Funds are custodial in nature and do not involve measurement of results of operations. l 13 CITY OF OMAHA, NEBRASKA ° Notes to General Purpose Financial Statements cl-^,�?�' 1., Continued Basis of Presentation-Fund Accounting, Continued — Account Groups - Account groups are used to establish accounting control and accountability for the City's general fixed assets and general long-term liabilities. They are concerned only with the measurement of financial position. They are not involved with measurement of results of operations. The following are the City's account groups. ■ General Fixed Assets Account Group - This account group is established to account for all fixed assets of the City, other than those accounted for in the Proprietary Funds. • General Long-term Debt Account Group - This account group is established to account for all long-term liabilities of the City except those accounted for in the Proprietary Funds. • Fixed assets used in Governmental Fund Type operations are accounted for in the general fixed assets account group. Assets purchased are recorded as expenditures in the governmental funds and capitalized at cost in the general fixed assets account group. Public domain (infrastructure) general fixed assets consisting of certain improvements other than buildings, including roads, bridges, curbs and gutters, streets and sidewalks, drainage systems and lighting systems are not accounted for with general fixed assets. Such assets normally are immovable and of value only to the City. Therefore, the purpose of stewardship for capital expenditures is satisfied without recording these assets. No depreciation has been provided for on general fixed assets nor has interest been capitalized. All general fixed assets are valued at historical cost or estimated historical cost if actual historical cost is not available. Donated general fixed assets are valued at their estimated fair value on the date donated. Property, plant and equipment owned by the Proprietary Funds is stated at cost or estimated historical cost. Contributed fixed assets are recorded at fair value at the time received. Depreciation has been provided over the.estimated useful lives using the straight-line method. The estimated useful lives are as follows: Facilities in service 20-75 years All others 3- 10 years 14 • CITY OF OMAHA, NEBRASKA ,p�p"'N,.Niro Notes to General Purpose Financial Statements a� ��!►= rp •5�� 1��^►rr� 1 '!o relay 1., Continued Basis of Presentation-Fund Accounting, Continued Because of their spending measurement focus, expenditure recognition for Governmental Fund Types excludes amounts represented by noncurrent liabilities. Since they do not affect net current assets, such long-term amounts are not recognized as Governmental Fund Type expenditures or fund liabilities. They are instead reported as liabilities in the General Long-term Debt Account Group. • All Proprietary Funds and Pension Trust Funds are accounted for on a cost of services or "capital maintenance" measurement focus. This means that all assets and all liabilities (whether current or noncurrent) associated with their activity are included on their balance sheets. Their reported fund equity (net total assets) is segregated into contributed capital and retained earnings components. Proprietary Fund Type operating statements present increases(revenues)and decreases(expenses)in net total assets. In Proprietary Funds, grants, entitlements or shared revenues received for operations and/or for either capital acquisitions or construction are reported as "nonoperating" revenues. Such resources externally restricted for capital acquisitions or construction are reported as contributed capital. Operating expenses include depreciation on all depreciable fixed assets. Depreciation recognized on assets acquired or constructed through resources externally restricted for capital acquisitions is charged to the appropriate contributed capital account and reported in the operating statement. The net income (loss) is adjusted by the amount of depreciation on fixed assets acquired or constructed through such resources externally restricted for this purpose and closed to retained earnings. Contributed capital at December 31, 1996 is net of accumulated depreciation. Basis of Accounting Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the general purpose financial statements. Basis of accounting relates to the timing of the measurements made, regardless of the measurement focus applied. 15 0. • CITY OF OMAHA, NEBRASKAo °"."" Notes to General Purpose Financial Statements st�-->•►= t°j1$y* 1., Continued Basis of Accounting, Continued All Governmental Funds, Agency Funds and Expendable Trust Funds are accounted for using the modified accrual basis of accounting. Their revenues are recognized when they become measurable and available as net current assets. Major revenue sources and the City's basis of accounting are as follows: Sales taxes collected by the state through December, property taxes levied and business and occupation taxes due for the current year and remitted to the City within 60 days are considered available and are therefore, recognized as revenues even though a-portion of the taxes may be collected in the subsequent year. However, it is the City's policy, in accordance with City Charter requirements, to account for these types of revenues when received for budgetary purposes. In applying the measurable and available concept to intergovernmental revenues, the legal and contractual requirements of the numerous individual programs are used as guidance. There are, however, essentially two types of these revenues. For one type,monies must be expended on the specific purpose or project before any amounts will be paid to the City; therefore, revenues are recorded based upon expenditures incurred. For the other type,monies are virtually unrestricted as to purpose of expenditure and are usually revocable only for failure to comply with prescribed compliance requirements. These resources are reflected as revenues at the time of receipt or earlier if the measurable and available criteria are met. , Licenses and permits, charges for services, fines and forfeits and miscellaneous revenues (except investment earnings) are recorded as revenues when received in cash because they are generally not measurable until actually received. Investment earnings are recorded as earned,since they are measurable. Special assessments are recorded as revenues in the year assessments are collected. Annual installments not yet paid are reflected as special assessment receivables and deferred revenues. The accrual basis of accounting is used by Proprietary Funds and Pension Trust Funds. 16 1�LBRASICA °M►Mw,n� CITY OF OMAHA, °� Purpose Financial Statements Notes to General r . o 1., Continued Budget and Budgetary Accounting The Mayor is required by City Charter to prepare and submit an annual budget to the City Council. A budget is prepared for the General Fund and all Special Revenue Funds, exclusive of all grant funds and the service type special assessments fund. These budgets are prepared primarily on a cash basis for revenues except as described above and modified accrual basis for expenditures. The budget presented reflects the revised budget prior to the closing ordinance. In addition, encumbrances are reported as expenditures for budgetary purposes. Under this system, purchase orders, contracts and other commitments for the expenditure of funds are recorded as encumbrances in order to reserve a portion of the applicable appropriation. The legal level of control (the level on which expenditures may not legally exceed appropriations) is at the department level. Budgetary control is maintained by department/division and by the following category of expenditures: personnel services, nonpersonnel services, capital outlay and debt service. All budget amendments must be approved by the Mayor and/or City Council. Unencumbered appropriations lapse at the end of the fiscal year. Encumbered funds are carried over to the ensuing fiscal year until utilized or canceled. Budgets are prepared by department or division and by fund. The City Charter also requires the City Council each year to make an ad valorem tax levy for a sinking fund (Debt Service Fund) which shall provide for principal and interest payments on the general obligation bonded indebtedness of the City. Appropriations for certain Special Revenue Funds and Capital Projects Funds are controlled on a project basis and are carried forward each year until the project is completed or grant funds are expended. Budgets are also prepared for the Proprietary Funds as a management control device. The budgets for these funds are prepared on a revenue and expenditure basis similar to the budgets for the Governmental Fund Types. • Encumbrances to_ Encumbrance accounting is employed in the Governmental Funds. Under encumb accounting, purchase orders, contracts and other commitments for the expenditures'oa. funds are recorded in order to reserve that portionapplicableappropriation. Encumbrances are reported as reservations of fund balances since they do not constitute liabilities. As explained above, encumbrances are reported as expenditures on the budget basis statements. 17 CITY OF OMAHA, NEBRASKA ~'�• Notes to General Purpose Financial Statements .4.1v, •7t i �o reso '' 1., Continued Pooled Cash and Investments The City maintains a pooled cash and investment account for all funds. These funds are placed in the custody of the City Treasurer. Each fund reports its undistributed interest in the principal balance of the pool. Interest earned on the City's pooled cash and investments is credited to the General Fund of the City,except for Sewer Revenue Fund, Cash Reserve Fund and Keno Reserve Fund,which are credited directly to the respective funds.. Investments Investments, except for deferred compensation fund investments, are stated at cost or amortized cost, which approximates market. Deferred compensation fund investments are stated at fair value. Income from investments not included in pooled cash and investments which are held by the individual funds is recorded in the respective funds as it is earned. Inventory Inventory of materials and supplies is stated at cost. Cost is determined on a first-in, first-out basis. The costs of Governmental Fund inventories are recorded as expenditures when purchased. Compensated Absences Employees earn annual vacation and sick leave at various specific rates during their period of employment. In the event of termination, an employee is reimbursed for accumulated vacation time up to a maximum allowed carryover of 240 hours for civilian bargaining employees and 280 hours for civilian management employees plus the current year's earnings. A civilian bargaining employee is reimbursed for one-eighth of accumulated sick leave to a maximum of 1,600 hours (200 hours). A civilian • management employee is reimbursed for one-fourth of accumulated sick leave to a maximum of 1,600 hours (400 hours). Civilian employees have the option of accruing compensatory leave time at a rate of one and one-half (1-1/2) times the actual hours worked in lieu of the payment of overtime. Employees may accrue a maximum of one hundred twenty (120) hours of compensatory time. The compensatory time must be taken within three months after the end of the calendar year in which it is earned, and any remaining amounts are paid out in cash. However,the employee retains the right to cash out the compensatory leave balance at any time. 18 CITY OF OMAHA, NEBRASKA Notes to General Purpose Financial Statements �+li��►' 1.5 c7 �� 1., Continued Compensated Absences, Continued In the event of termination, police employees are reimbursed for accumulated vacation time up to a maximum of 280 hours. Upon retirement, death, or resignation after 20 years, police employees receive one-quarter of accumulated sick leave up to a maximum of 1,112 hours. In the event of termination, fire department 24-hour shift employees are reimbursed for accumulated vacation time up to a maximum of 360 hours plus current year accumulation. Upon retirement, fine department 24-hour shift employees are reimbursed for one-quarter of accumulated sick leave up to a maximum of 1,200 hours (300 hours). In the event of termination, fire department 40-hour shift employees are reimbursed for accumulated vacation time up to a maximum of 240 hours plus current year accumulation. Upon retirement, 40-hour shift employees are reimbursed for one-quarter of accumulated sick leave up to a maximum of 800 hours (200 hours). Compensation for future vacation,sick leave and compensatory time rights is accrued as earned in the Enterprise Funds, using current wage rates. Compensation for future. vacation, sick leave and compensatory time is accrued as earned for the Governmental Funds in the general long-term debt account group and is reported by an expenditure in the Governmental Funds when used. Self-Insurance The City self-insures all claims related to personal liability and property damage for City-owned vehicles, medical,dental and workers' compensation,and the first$100,000 of buildings and contents coverage. The City has purchased separate commercial insurance to cover helicopters used by the police department. Capitalized Interest Interest costs incurred on specific construction of proprietary plant and equipment is capit*liwl. The rate used in determining the capitalized interest amount was the effective rate during the year of the outstanding debt(3.5%and 3.8% in 1996). Interest costs of$166,475 were capitalized during 1996. • 19 - CITY OF OMAHA, NEBRASKA °".~� "`• Notes to General Purpose Financial Statements - l., Continued Comparative Data Comparative total data for the prior year has been presented in the accompanying general purpose financial statements in order to provide an understanding of changes in the City's financial position and operations. However, comparative (i.e., presentation of prior year totals by fund type)data has not been presented in each of the statements since their inclusion would make the statements unduly complex and difficult to read. Total Columns on Combined Statements Total columns on the combined statements are captioned "memorandum only" to indicate they are presented only to facilitate financial analysis. Data in these columns do . not present financial position, results of operations, or cash flows in conformity with generally accepted accounting principles,nor is such data comparable to a consolidation. Interfund eliminations have not been made in the aggregate of this data. Unbilled Sewer Revenues Sanitary sewer charges are billed for the City by the Metropolitan Utilities District. Unbilled revenues, representing estimated consumer usage for the period between the last billing date and the end of the period, are not recorded. Had this amount (approximately S 1,006,000 at December 31, 1996) been recorded, revenue for 1996 would have been lower by approximately$53,000. The City Council sets the rate schedule for the sewer charges. A revised rate structure was developed and approved in June 1990 establishing the sewer service charges for the period September 1990 through December 1994. In the absence of subsequent revisions, the 1994 rate structure has remained in effect. Cash Equivalents For purposes of the combined statement of cash flows; the City considers all highly liquid debt instruments with a maturity of three months or less when purchased to be cash equivalents. 20 CITY OF OMAHA,NEBRASKA Ott Afro_ Notes to General Purpose Financial Statements :An!: 43• .9*Fe/ 2. Property Taxes The Home Rule Charter of the City of Omaha imposes a tax ceiling for general revenue purposes. The tax levy certified in any year shall not exceed$.6125 per$100 of actual valuation plus whatever tax levy is necessary to provide for principal and interest payments on the indebtedness of the City, and for administrative expenses incurred in issuing and maintaining bonds, and for satisfaction of judgments and litigation expenses in connection therewith. The 1996 general tax levy ($.41130 per $100 of assessed valuation)was below the legal limit by$.2012 or$23,700,349. The assessed value upon which the 1996 levy was based was$11,779,497,682. The tax levies for all political subdivisions in Douglas County are certified by the County Board on or before September 15. Real estate taxes are due and become an enforceable lien on property on December 31. The first half of real estate taxes becomes delinquent on April 1 and the second half becomes delinquent on August 1 following the levy date. Personal property taxes are due on November 1 and become delinquent on December 1 and July 1 following the levy date. Delinquent taxes bear 14%interest. Motor vehicle taxes are due when an application is made for registration of a motor vehicle. 3. Fund Deficits Fund deficits exist in the following funds: Special Revenue: 785,521 Judgment Levy Fund $1, 85,198 Federal Disaster Fund Capital Projects: 148,617 Capital Avenue East Parking Fund 5,0�617 Capital Type Special Assessments Funds 4,817,826 Rosenblatt Stadium Expansion Fund7, Millard Refrigerated Services Fund 179,505230 McKesson Robbins Fund 1,615,929• 1993 Street and Highway Bond Fund HR 3299#2 . 615,260 Library Facilities Internal Service- Self--insurance a These fund balance deficits will be eliminated through collection of special assessments,charges to other funds and pledges, additional financing,operating transfers,or future property tax collections. 21 .CITY OF OMAHA, NEBRASKA ,.....tit.44. Notes to General Purpose Financial Statements : ",,,...,. i(L2�:tom,. ."D'i•,%)/- 3., Continued In accordance with the Governmental Accounting Standards Board (GASB) Statement No. 10, Accounting and Financial Reporting for Risk Financing and Related Insurance Issues, self- insurance is now accounted for in an internal service fund. Prior to 1996, the estimated liability for self-insurance was accounted for in the General Long-term Debt Account Group. The fund balance deficit will be eliminated through future appropriations from the various operating funds. 4. Interfund Receivables and Payables Individual interfund receivables and payables at December 31, 1996 were as follows: Interfund Interfund payables receivables General Fund $ 2.699.052 6.477.131 Special Revenue Funds: Judgment Levy 1,677,718 — Cops Phase Two 63,759 — Contingent Liability Reserve — 1,677,718 HUD Fair Housing Assistance 3,102 — 1993 Federal Assistance Fund 281,678 — Pre-Employment Training — 1,339 Emergency Shelter Grant 10,617 — Repeat Drug Offender Track Program 176,711 — Veterans Employment and Training 23,346 — Vocational Educational-Governors 6% 6;929 — Cops Phase One 247,195 — Weed and Seed Phase IV 37,E — HOME Program 14,410 — HUD Secretary Discretionary Fund 150 — Community Development Block Grant — 61,560 Anti-discrimination in Employment 18,458 — Job Support Work-up 1,339 — Job Training Partnership Act — 30,275 Zorinsky Lake Watershed . - 14,822 — Crime Victim Assistance Unit 13,367 — Local Law Enforcement Block Grant — 590,92'7 Great Program 52,551 — Douglas County Library Supplement — 189,151 Service Type-Special Assessments — 122.652 Total Special Revenue Funds 2.643A96 2.673.622 Balance carried forward $ 5.342548 9.150.753 22 CITY OF OMAHA, NEBRASKA _`». "`' Notes to General Purpose Financial Statements eaLika,a,,......e.... b �+ 4., Continued Interfund Interfund payables receivables Balance brought forward $ 5.342.548 9.150.753 Capital Projects Funds: Rosenblatt Stadium Expansion 4,805,443 - 1993 Recreation and Culture Bond 1996 Issue - 374,447 Capital Avenue East Parking 148,617 - ' Civic Auditorium Parking 63,723 - 1993 Street and Highway Bond Fund-HR-3299#2 1,183,491 - 1993 Street and Highway Bond Fund 1996 Issue - 1,183,491 McKesson Robbins 179,505 - Old Market Parking Garage 280,937 - Capital Type-Special Assessments 122,652 - Millard Refrigerated Services 2,130 - ASARCO Property Development 29,074 - Civic Auditorium Renovation 875,462 - Civic Auditorium Ice Rink Bonds 44,718 - Advance Acquisition 63,694 - Library Facilities 189.151 - Total Capital Projects Funds 7.988.597 1.557.938 Enterprise Funds- Golf Concession Revenue 76.598 __ Agency Fund- Payroll Liability Deposit —_ -1'2211.017 • Fiduciary Funds: . 175,348 Civilian Retirement - Police and Fire Retirement - Total-Fiduciary Funds _- 771.d35 Total-all funds $pA07743 p.407.743• Ali 23 . • CITY OF OMAHA, NEBRASKA Notes to General Purpose Financial Statements -T1 �,�., .? 5. Cash and Investments Statute and bond covenants authorize the City to invest in "investments of the nature which individuals of prudence, discretion and intelligence acquire or retain in dealing with the property of another." Investments throughout the year were substantially the same as those held at year-end. Deposits At December 31, 1996, the City had pooled cash of$1,516,776 with a bank balance of $1,494,855. The City's cash accounts were entirely covered by insurance or by collateral held in joint custody by the pledging bank in the City's name. Interest earned from investments held by the City was$4,110,815 for 1996. Investments made by the City are categorized into these three categories of credit risk: (1) Insured or registered,or securities held by the government or its agent in - the government's name: - (2) Uninsured and unregistered, with securities held by the counterparty's trust department or agent in the government's name. (3) Uninsured and unregistered, with securities held by the counterparty, or by its trust department or agent but not in the government's name. Investments At year-end,the City of Omaha's investment balances were as follows: Categor7 Not Carrying Market 1 2 3 categorised amount value U.S.Treasury Notes $49,590,443 — — — 49,590,443 49,639,375 US.Treasury Bills 34,068,159 — — 12,403,360 46,471,519 46,902,465 Discounted notes 5,312333 — — — 5,312,333 5,500,442 Demand notes 272.382 — — — . 272062 272,362 Time deposits 300,000 11,957,470 — — 12,257,470 12,257,470 Corporate stocks and bonds 15,822,676 15,822,676 15,822,676 Money market funds — — 3.611896 3.611 S96 Total investment $ 11 13.E Investments in deferred compensation are carried at market value. These investments consist of mutual funds and pooled investments and therefore are not categorized. 24 • CITY i OF OML1HA 1 EBRASKA QM►Nw Nt Notes to General Purpose Financial Statements • 5., Continued Investments, Continued Inve the Idle Fund Investment Pool are made from available cash of all City of funds and are not identified with any specific fund. The cash and cash equivalents account at December 31, 1996 consisted of: Carrying Fair amount value Discounted notes $ 5,312,333 5,500,442 U.S. Government and government agency.securities 58,117,492 58,354,104 Bank deposits(book balance) 1,516,776 1,516,776 Time deposits 12,200,000 12,200,000 Petty cash 59.605 59.605 77,206,206 77,630,927 Less cash: • Included in restricted assets (92,982) (92,982) Held with trustee (56.762) (56.762) $77.056.46/ �481.183 Investments of the Pension Funds for the Civilian Plan and Uniformed Plan consisted of the following at December 31, 1996: Civilian Plan Uniformed Plan Coat Fair value Cost Fair value Short-term investments S 4,844,570 4,844,570 13,971,299 13,971,299 U.S.Government and government agency securities 36,699,885 39,333,851.• 76,913,700 79,674,284 Corporate bonds 40,578,454 40,702,277 40,415,895 40,725,782 Corporate stocks 1s2 03 686 98.646.945 111.128.421 131621.884 s_ea $364.226.595, 383527.643, 242A96 95 ;68.972.919 4rio 25 CITY OF OI AHA, NEBRASKA �aM►Nw,r�� Notes to General Purpose Financial Statements +�►` �s�►= � ��a.4 tors 5., Continued Reconciliation of Investments Cost Fair value Demand notes $ 272,362 272,362 U.S. Government and government agency securities 25,541,109 25,784,376 Certificates of deposit 57,470 57,470 Pension funds 406,722,890 452,500,562 Money market 3,205,773 3,205,773 Deferred compensation 28.632,159 28.632.159 464,431,763 510,452,702 Less investments: Included in restricted assets (2,680,000) (2,680,000) Held by trustee (43.063.423) (43.063.423) $418,688,340 464,709,279 6. Restricted Assets Restricted assets at December 31, 1996 were comprised of the following: Bond Reserve Construction Accounts Account Total Enterprise Funds: Sewer Revenue Fund: Equity in pooled cash and cash equivalents $ — 92,982 92,982 Investments 2.680.E — 2.6$UM sawn 2221 2.77 26 • CITY OF OMAHA, NEBRASKA , °"•",��►"t•,• Notes to General Purpose Financial Statements � � � 7. Notes Payable The City has obtained a short-term note to fund the current requirements in the Special Assessment Fund Account for the purpose of meeting obligations to contractors for work in place that will ultimately be assessed to the benefited property owners. The term of the note is one year, dated December 26, 1996, in the amount of$4,900,000, at an interest rate of 5.73% with amounts to be repaid with amounts from special assessments. Revolving loan contracts between the City and the Nebraska Department of Environmental Quality for the purpose of improving wastewater treatment facilities,dated May 6, 1993 and March 30, 1995, were entered into for amounts not to exceed $2,205,000 and $4,000,000, respectively, at interest rates of 3.5% and 3.8%, respectively, with amounts to be repaid from user charges within ten years and five years, respectively,and with outstanding balances at December 31, 1996 of$1,177,014 and $884,300, respectively. & Bonds Payable and Other Long-term Obligations A summary of long-term debt is as follows: Retirements Balances at or other Balances at Jan.1,1996 Additions reductions Dec31,1996 General Long-term Debt • Account Group: General obligation bonds $153,410,000 28,390,000 17,685,000 164,115,000 Tax increment notes and bonds 26,841,099 1,281,291 2,999,355 25,123,035 Special tax revenue bonds, Series 1989 3,700,000 — 180,000 3,520,000 Lease-purchase contracts payable 10,730,000 17,300,000 620,000 27,410,000 Accrued compensated absences 15,953,119 891,797 — 16,844,916 Judgments payable 610.819 „1 $1 2.027500 Total General Long-term • Debt Account Group 211345.037 49.279.769 21.484.355 239.040A51 Enterprise Funds: Revenue bonds 24,300,000 — 2,900,000 21,400,000 Less unamortized discount (3014988) 44,141 — (264,847) Lease-purchase contracts payable 673,848 — 327938 345,910 Claims payable 1.862.355 392524 1A69.831 Total Enterprise Funds 26527.215 44.141 3.620A62 22950.894 Total-all funds $w2672142 49323910, 0.104.817 ;61991345 27 NEBRASKA `°MINw,.a '' CITY OF OMAHA, ,,�°��jy,.,, Notes to General Purpose Financial Statements �'�"-- �' • 8., Continued Long-term debt at December 31, 1996 is comprised of the following individual issues: Effective Interest rate at issuance- First Original payable Series date amount Issued Issue smiamoaliy doe eaWb a Dec31.1996 General Obligation Bonds S 6.000.000 3-15-77 Various purpose 4.71691% 1979-1996 1987 $ - 20.120.000 6.15-78 Various purpose refund series 5.05974 1979.1998 1988 600.000 12,800.000 6-15-79 Various purpose 525000 1980-1999 1989 1.9202000 14.600.000 5- 1-90 Various purpose 7.000-7.005 1991-2010 2000 10,220,000 18.940.000 9- 1-91 Various purpose refund series 6.0622 1992.2011 2004 12.125.000 18.270,000 9-1541 G.O.•defeasanee bonds 6.0465 1992-2009 2002 11,630,000 12.765.000 11- 1-92 Various purpose- refund series 525-6.10 1993-2012 2002 9,750,000 13.660.000 11- 1-92 G.O.-defeasaoee bonds 5.00-6.20 1993-2010 2002 9,135,000 16.895.000 10- 1-93 Various purpose- refund series 430-4.75 1994.2013 2003 12,780,000 32.090.000 10-15-93 Various purpose- refu nd series 4.10-4.80 1994-2008 2003 25,040,000 13.000.000 12- 1-94 Various purpose 5.75-625 1995-2014 2004 11,700,000 17315.000 11- 1-95 Various purpose- refund series 4.75-5.00 1996-2015 2005 16.215,000 14.470.000 12- 1-95 G.O.-refunding series 4.70-5.00 1996-2013 2005 13.65,000 16.755.000 12- 1-96 Various purpose- refund series 5.00-525 1997.2016 2007 14.755_000 Total General Obligation Bonds 11132LEXI Amami Area Bawd 2,500.000 7-15-73 S.LD.0188 428.7.80116 1974-1998 1978 370,000 410.000 9.15-87 S.I.D.0230 Registered 7.40.7.10 1988-1999 1992 400,000 235.000 I I- 1-93 S.I.D.#249G 3.00-5.25 1994-2008 2009 220,000 995.000 5-17-96 SI D.#249H 4.15-5.35 1997-2006 2001 915,000 1.100.000 12- 1-90 S.I.D.#142 6.10-7.40 1991-2000 1996 695,000 1.000.000 9.15.77 S.LD.I210A 5.60-7.00 1980-1998 1982 200,000 650.000 12- 1-78 S.I.D.12108 600-725 1981-2001 1982 350,000 800000, 12- 1-78 S.I.D.#219B 600-8.75 1982-1998 1983 175,000 995.000 9- 1-92 LLD.11261 3.50-600 1993-2004 1997 725,000 585.000 6- 1-95 S.LD.#1261 4.85-535 1996.2001 2000 540,000 1.500000 9- 1-92 S.I.D.#3028 3.50-625 1993-2006 1997 1,170,000 510.000 8. 1-91 S.LD.055A 5.80.7.70 1992-2007 1994 445,000 3,025.000 10.15 93 S.1.D.#339 3.20-5.90 1994-2013 1996 2,100,000 1.975.000 12-15-92 S.LD.0343 3.50-6.75 1993-2012 1995 1.765,000 2.065.000 12.15.93 LLD.#343D 320.5.15 1994.2013 1996 1.260.00e Total Annexed Area Bands 1ztn0.000 Total General Obligation and Annexed Area Bonds s ALUMS 28 ' NEBRASKA QNILMA.,,,to CITY OF OJllii iai+�' A.�O'`„�'�I' Notes to General Purpose Financial Statements �,�� -.s!►- 1 8., Continued • Effective Original interest rate amount Issue at issuance Dec31.1996 Tax Increment Notes . S 580,000 Orpheutn Theater 1025% S 670.000 18th Street-Skywalk 6.75 325,000 80,000 1102 Harney 14.00 - 200.000 Lackawanna Luther Co. - 32.288 11480.000 Beta West 8.85 10.253.547 700.000 Scouter Redevelopment 10.25 470,000 160.000 New Ida Building 9.25 7,426 790.000 Fist National Bank Building- RPI Services 1038 560,000 760.000 Stockyards-Phase 1 9.00 555,360 80.000 Roseland Theater 10.50 37951 115.000 Leo Vaughn Manor 10.25 • 26,492 140.000 Mason School 10.30 74,945 95.000 Jackson Street Parmership 8.00 100.263 669.375 Spring Valley Plata 1025 208046 70.016 Vinton School 1125 31.136 ; 87.520 Park School 11.25 40.799 61.500 McCarthy Printing 10.00 67297 205.000 Nogg Bros.Paper Co. 825 69,454 284.796 John Day • 8.25 74,949 702.250 Spring Valley#2,Phase II 1025 396,233 42,000 Hanighea Square 8.00 22,421 231.068 K B Foods 10.75 65203 387.027 Millard Refrigerated Services 11.00 220946 280.000 Stockyards-Phase U 9.30 231,447 750.000 Joseph Terrace 10.00 161343 500.000 Hill Hotel 10.75 221,764 200.000 Sleepy Pume:ship/Sleep Inn 10.00 184,302 85.000 MedCent a Villa 10.25 41.834 120.000 Colombian School 1025 89,147 412.500 Spring Valley 02 10.25 73,3*8 210.000 Aspen Ridge Apartments 9.50 174,223 88.250 Central Supply Rubber 10.00 - 84.500 Omaha Bolt.Not&Saew 10.00 511,525 246.250 Egress-O'Flyieg Building 10.00 240001 1110015 National Building 730 199,021 180,000 Cannonball Ezptasa 10.00 120,240 75.000 Heenan 'Terrace Apra. 10.00 63,975 40.000 Bakers Supply Building 10.00 38334 200.000 Union Plaza - 150,736 200.000 htonoba4 Express II 7.25 140,884 561.000 Lazier Corp II 7.00 506257 581220 Fa nam Park Iora®ents 8.00 562.797 167.600 . Kellam Heights 10.00 149,110 1.135.000 Food Services of America 8 00 1'21721! 30.000 Mills Drag 9.75 27,953 235.000 Millard Recycling •725 258.579 181.500 1115 Harney LLP 9.00 181200 550.000 1101 Haney LLC 8.00 -MUM i Total Tax Inaament Notes carried 63firad = to of irac 29 CITY OF OMAHA, NEBRASKA �".". Notes to General Purpose Financial Statements ��� ���►' lrr1164-4' 47. 8., Continued Effective interest rate at Issuance- First • Original payable Series date amount Issued Issue semiannually due callable Dec31,1996 Tar Increment Notes,Continued Total Tax Increment Notes brought forward S j9303.035 Tax Increment Bonds S 5.730,000 1-15-91 Riverfront Redevelopment- Project No. 1-Refunding Bonds 5.9-6.9% 1994-2004 1996 4,700,000 1.385.000 1-15-91 Riverfront Redevelopment- Project No. 1-Taxable Refunding Bonds 8.2-9.25 1994-2004 1996 1120.000 Total Tax Increment Bonds 5.820.000 Total Tax Increment Notes and Bonds S;5.123.035 Special Tar Revenue Bonds $ 4,700.000 12- 148 Riverfront Redevelopment- 5.8-73% 1989-2003 1998 1,690,000 Project 7.625 2008 1.830.000 Total Special Tax Revenue Bonds $ 0.000 Sewer Revenue Bonds S 26,800.000 8- 1-94 Regular Sanitary Sewer Revenue 3.5-5.25% 1995-2003 — S As of December 31, 1996,the bonded debt service requirements of the City for principal and interest in future years were as follows: Year ending General Obliaatlon Bonded Debt Dec.31, Principal Interest Total 1997 $ 15,360,000 8,708,924 24,068,924 1998 14,860.000 7,924,001 22,784,001 1999 14.370,000 7.166.986 21.536,986 2000 13,580,000 6.441.751 20,021.751 2001 12.540.000 5,743,129 18,283,129 2002 and thereafter ,93 4405_000 29.225911 122.630911 $ 16 r00g 6 10 7 Znialal 30 • • CITY OF OMAHA, 1 EBRASKKA +O'OM►NA A,.+' Notes to General Purpose Financial Statements a �►= rPf l%')7'�.. o;172'fitror ; ty 8., Continued • Year ending Enterprise Funds Dec.31, • Principal Interest Total • 1997 $ 3,020,000 987,788 4,007,788 1998 3,160,000 845,578 4,005,578 1999 3,310,000 690,222 4,000,222 2000 3,520,000 521,127 4,041,127 2001.. 3,625,000 340,690 3,965,690 • Thereafter 4.765.000 173.739 4.938.739 • $La= 355 ;4-959.144 Year ending Tax Increment Bonds Dec.31, Principal Interest Total 1997 $ 475,000 407,486 882,486 1998 520,000 374,681 894,681 1999 550,000 338,349 888,349 2000 590,000 299,230 889,230 2001 630,000 256,790 886,790 2002 and thereafter 3.055.000 477_226 1 Tr.726 $=Ng La= ZiMara Year ending Special Tax Revenue Bonds Dec31, Principal Interest Total 1997 $ 195,000 258,400 453,400 1998 210,000 245,238 455,238 1999 220,000 230,958 450,958 2000 240,000 215,778 455,778 2001 255,000 198,978 453,978 2002 and thereafter 2.4MOZI 1-039-633 3.439.633 $3320.000 • =Al 5.70_ General obligation bonds have been approved by the voters and issued by the City for various municipal improvements. These bonds represent indebtedness supported by the full faith and credit of the City. 31 .F CITY OF OMAHA, NEBRASKA �•,, Notes to General Purpose Financial Statements ►f,�s 0= Fi 8., Continued In December 1996, the City issued$16,755,000 of Series 1996 general obligations—various purpose refund bonds. The bonds have interest rates ranging from 5.00% to 5.25% and have annual maturities of$1,080,000 to $675,000 due from 1997 to 2016. The City also annexed several area sanitary and improvement districts (S.I.D.)during the current year. S.I.D.#142 which was originally issued in 1990 was assumed at$840,000 by the City during 1996. S.I.D. #343 and #355 were also assumed by the City at$1,815,000 and$445,000,respectively,by the City during 1996. S.I.D.#142, #210, #343 and #355 were refunded in 1996 with the issuance of Series 1996 General Obligation Refunding Bonds. The City also assumed the following during 1996: Annual Amount S.I.D.# Rate installment assumed 302A 4.75% $85,000 to$150,000 $1,170,000 249H 4.15% $75,000 to$135,000 995,000 249G 4.25% $ 5,000 to$105,000 225,000 126J 5% $35,000 to$155,000 540,000 126I 5.5% $80,000 to$200,000 725,000 343D 5.0% $40,000 to$310,000 2,000,000 339D 5.0% $80,000 to$265,000 2.880.000 • $§535.000 According to the City Charter,the total amount of general obligation indebtedness outstanding at any time, which shall include bonds issued but shall not include bonds authorized until they are issued, shall not exceed 3.5% of the actual value of taxable real and personal property in the City. Debt margin as of December 31, 1996 is calculated as follows: Debt limit $412,282,419 General obligation debt $(164,115,000) Debt service fund balance 19.912.955 (144.202.0451 Debt margin $;68.080374 Revenue bonds and certain other long-term obligations are the obligation of specific Enterprise Funds and are payable solely from the revenues of the respective funds. Provisions in the revenue bond ordinances contain limitations and restrictions on annual debt service requirements, maintenance of and flow of monies through various restricted accounts and minimum amounts to be maintained in various accounts. It is management's opinion the City is in compliance with all such significant provisions. 32 CITY OF OMAHA, NEBRASKA •�"•"" "�• Notes to General Purpose Financial Statements a� sli: off; ~ a 11.6y 8., Continued In prior years, the City defeased certain general obligation and other bonds by placing the proceeds of new bonds in an irrevocable trust•to provide for all future debt service payments on the old bonds. Accordingly, the trust account assets and the liability for the defeased bonds are not included in the City's general purpose fmancial statements. The amount of in-substance defeased debt outstanding at December 31, 1996 is shown below: General Obligation Bonds 1986 Various Purpose and Refunding $ 4,500,000 1987 Various Purpose 5,500,000 1988 Various Purpose _COMM 16.040�4 Annexed Area Bonds S.I.D.#219 4,115,000 S.I.D.#265 1,135,000 S.I.D.#335 1,360,000 S.I.D.#368 1.215 000 7.825.000 Sewer Revenue Bonds Revenue Bonds, 1973.Series 3,900,000 Revenue Bonds, 1980 Series 2,010,000 Revenue Bonds, 1983 Series 2,330,000 Revenue Bonds, 1986 Series 14.000.000 22.244 &WM • 33 �. CITY OF OMAHA, NEBRASKA �0'QM,.MA.AN, Notes to General Purpose Financial Statements • 1.71 4 ; 9. Leases The City is leasing a waste disposal facility,a library and other buildings under noncancellable lease- purchase agreements expiring at various times through 2015, at which time title will be conveyed to the City. The rental payments are designed to equal the debt service requirements of certain nonprofit organizations that financed the construction of the facilities. The City has an option to purchase the facilities at any time by paying an amount equal to the total of all remaining unpaid lease obligations to the lessor at that time. The following is a schedule by years of future minimum lease payments under the lease-purchase agreements together with the present value of the net minimum lease payments as of December 31, 1996: Fiscal year ending 1997 $ 4,523,795 1998 4,649.567 1999 4,644,192 2000 4,657,705 2001 4,675,028 Later years 12.460.530 Total minimum lease payments 35,610,817 Less amount representing interest 8.200.817 Total obligation under capital leases with rates of interest from 3.7%to 6.4% $;7.410.000 The City leases space in the Omaha-Douglas Civic Center and the adjoining Hall of Justice under a noncancellable operating lease that expires only upon payment of all outstanding bonds of the Omaha-Douglas Public Building Commission (ODPBC). The annual rental payments are determined based upon actual space occupied by the City for operation and maintenance. ODPBC is a blended component unit of Douglas County. Actual rental payments for 1996 were$848,084. The City created the City of Omaha Parking Facilities Corporation(the Corporation)for the purpose of financing all or a portion of the costs of acquisition,constriction,furnishing and equipping of two public parking garages. In September 1995, the Corporation issued $8,475,000 of lease revenue bonds to finance the project. The obligations outstanding at December 31, 1996 are collateralized by the revenues of the Corporation,which consists of the cash rents-payable by the City under the lease- purchase agreement between the City and the Corporation. The financial activity of the Corporation is blended into the City's general purpose financial statements. 34 CITY OF OMAHA, NEBRASKA °"•"" "t Notes to General Purpose Financial Statements + ��l►= ,,i i�C1F'1• �1 - tonNJ� 9., Continued Enterprise Funds The City is a party to a noncancellable lease-purchase agreement with the Omaha Pollution Control Corporation involving the use of a packing house waste treatment facility. The agreement expires in 1997, at which time the City can purchase the facility for $1. The agreement provides for annual rentals of$360,000 and is accounted for as a capital lease. The facility is presently not in use. The following is a schedule by years of future minimum lease payments under this capital lease, together with the present value of the net minimum lease payments as of December 31, 1996: Fiscal year ending 1997 $360,000 Less amount representing interest 14.090 Total obligation under capital lease $34 10. Operating Lease Commitments The City has several operating leases for office space at various locations. Future annual minimum lease payments due under these operating leases as of December 31, 1996 are as follows: Year ending Dec.31, Amount 1997 $ 97,166 1998 60,987 1999 24.916 $ 18 Rental expense for operating leases for the year ended December 31, 1996 is approximately $168,800. 35 CITY OF OMAHA, NEBRASKA "'"" "�• Notes to General Purpose Financial Statements ��ir% 11. Due from Other Governments The total due from other governments includes the following items: Fund/fund type Amount Due from/source General $ 1,833,825 State of Nebraska,state aid distribution General 5,716,713 State of Nebraska,November sales and use tax General 1,251,562 Douglas County,property tax collections General Debt Service/ Debt Service 595,371 Douglas County,property tax collections City Street Maintenance/ Special Revenue 167,374 Douglas County,wheel tax Special Assessments/ Special Revenue - 4,805 Douglas County,special assessment collections Judgment Levy/ Special Revenue 13,020 Douglas County,property tax collections Street and Highway Allocation/ Special Revenue 1,619,248 State of Nebraska,gasoline tax Municipal Infrastructure/ Special Revenue 444,115 State of Nebraska,cigarette sales Auditorium Renovation/ Special Revenue 699,060 State of Nebraska,cigarette taxes Capital Projects Type Special Assessments/ Capital Projects 17,799 Douglas County,special assessment collections Street and Highway Bond/ Capital Projects 158,867 State of Nebraska,gasoline tax Advance Acquisition/ Capital Projects 100.000 Sanitary Improvement District 8383 $ 36 • CITY OF OMAHA, NEBRASKA c4 " Notes to General Purpose Financial Statements r•_s !►- �`r: to"''fit 12. Contributed Capital The changes in the City of Omaha's contributed capital accounts for its Proprietary Funds were as follows: Enterprise Sewer Municipal Golf Revenue Dock Concession Beginning balance,contributed capital S 147,895,593 209,642 — Contributions " . 197,061 — 189,345 Depreciation transfer (5SS1966) (23150) (6.675) Ending balance,contributed capital $jZ,.S10.688 nika2 ACM 13. Joint Venture The City in conjunction with Douglas County, Nebraska has created the Omaha-Douglas Public Building Commission (the Commission). The Commission's Board is composed of two members from each of the City and Douglas County boards and one nonmember of either entity. The Commission is considered a component unit of Douglas County. The Commission has entered into lease agreements with the City and Douglas County to provide adequate funding for operation of the Civic Center and, with taxes to be levied by the Commission, to provide for the retirement of principal and interest on the debt. Complete audited financial statements for the Commission can be obtained from their office at Suite 1200,Omaha-Douglas Civic Center,Omaha,Nebraska 68183. 14. Employees'Retirement Plans The employees of the City are covered by two single-employer retirement ement plans. The City of Omaha Employees' System (CivilianPlan) City Retirement and the of Omaha Police and Firefighters Cityas Pension Plan), as described below, are accounted for bythe Retirement System (Uniformed Trust Funds. Civilian Plan Plan Description - The Civilian Plan became effective on January 1, 1949. Its provisions0 are governed by Chapter 22 of the Omaha Municipal Code. All City the followingare covered bythe Civilian Plan: police; firefighters; except employees employees; persons paid on a contractual or fee basis;seasonal,temporary,part-time and elected officials who do not make written application. For the year ended December 31, 1996, the City's total payroll was $120,310,194 of which$48,887,550 was covered under the Civilian Plan. 37 crrY of oMAHA, rrESRasxa �`I� t° '1,* Notes to General Purpose Financial Statements • �� ��►- to 1001". 14.,Continued Civilian Plan, Continued • The Civilian Plan, as of the last actuarial valuation date, July 1, 1995, had 2,268 members consisting of: Retirees currently receiving benefits 487 Beneficiaries 257 Disability retirements 66 Current active employees: Vested(City's and employee's portion of benefit) 906 Nonvested(employee portion only) 552 aaa An employee with at least five years of service may retire, under the service retirement pension provision, as early as age 55. If an employee retires prior to age 60 his/her benefit shall be reduced by 8% for each year his/her pension commences prior to the year of his/her 60th birthday. If at retirement an employee's age plus service is greater than or equal to 85,the 8%per year reduction is not applied. An employee's monthly pension equals the highest average monthly compensation during the final 60 months of service as a contributing member. If an employee retires under the service retirement pension provision, the monthly pension is equal to 1.667% of the average final monthly compensation times years of credited service. An employee who terminates before obtaining pension eligibility receives a refund of his/her contributions plus interest(currently 5% per annum). If employment terminates after five years of service, the employee may elect a deferred pension instead of a contribution refund. An employee is treated as an active employee if he or she dies before the pension becomes payable. • Employees contribute, by payroll deduction, 4% of their total calendar year compensation. Employees are 100% vested in their contributions. An employee who has participated in the plan for twenty-five years may elect to discontinue his contributions and receive no pension credits for service thereafter. The City makes biweekly payments equal to the amount contributed by employees plus the remaining cost of membership service plus an amount sufficient to amortize the past service cost over thirty years from July 1, 1989. Prior service credit is granted for employment with the City before January 1, 1949,and membership service credit is granted for employment thereafter. Compulsory military duty and voluntary military duty in time of war count as service. The Civilian Plan also provides for certain disability and death benefits. 38 CM' OF OMAHA NEBRASKA °"."� N. Notes to General Purpose Financial Statements „`,°iwet•s-, rP o rf••`y 14.,Continued Civilian Plan, Continued • Funding Status and Progress - The actuarial present value (APV) of credited projected benefits is a standardized disclosure measure of the accrued pension benefit obligation (PBO). It is the discounted amount of benefits estimated to be payable in the future as a result of employee service through the valuation date, computed by attributing an equal benefit amount(including the effects of projected salary increases and step-rate benefits) to each year of credited and expected future employee service. The APV of credited projected benefits at July 1, 1995 was determined through an actuarial valuation. Significant actuarial assumptions used in the valuation include (a) a rate of return on the investment of present and future assets of 7% a year compounded annually, (b) projected salary increases of 4.5% a year, compounded annually, attributable to inflation and seniority merit, and (c) life expectancies before and after ' retirement based on the 1984 Unisex Pension Mortality Table. Pension benefit obligation as of July 1,1995 Vested benefits: Participants currently receiving benefits and terminated employees entitled to benefits but not yet receiving them S 69,315,658 Accumulated employee contributions-including interest 27,726,331 Active participant benefits attributable to employer 31.699.789 128,741,778 Nonvested benefits 2357.261 Pension benefit obligation 131,099,039 Net assets available for benefits at cost (with a market value of S162,305,000) 136343955 Assets in excess of pension benefit obligation S Ss Annual covered payroll S 46.972.436 Net assets available for benefits at cost as a percentage of PBO 104% Assets in excess of PBO as a percentage of annual covered payroll 11% (111 39 CITY OF OMAHA, NEBRASKA al °"'" 4' Notes to General Purpose Financial Statements ��ia ��i�: 14.,Continued Civilian Plan, Continued Contribution Required and Contribution Made - The City uses the Entry Age Normal Cost valuation method to determine its required contribution to the plan. The significant actuarial assumptions used to determine the required contribution are the same as those used to compute the PBO. The actuarially determined City contribution requirement for the year ended June 30, 1995 was. $2,245,866, including $1,322,906 of normal cost plus $922,960 of underfunded past service cost, based on a projected covered payroll of$46,972,436, or 4.781% as a percentage of payroll. The funds are allocated a portion of the normal cost based on percentages of payroll. Expense of$998,566 and$805,592 for 1996 and 1995, respectively,was incurred and paid by the funds. Actual City contributions are based on the percentage of payroll calculated by the actuary. Actual contributions for the year ended December 31, 1996 include the following: As a percentage of current year In dollars covered payroll Employer $2,548,025 5.2% Employee-required 1.960.957 AQ Total $4.50 % Three-year historical trend information,as available,is as follows: Assets In excess of Pension CoL 1 pension Annual CoL 4 Net asseb benefit as a %of benefit covered as a %of for benefits obligation coL 2 obligation payroll coL S (CoL 1) (CoL 2) (CoL 3) (CoL 4) (CoL S) (CoL 6) July 1,1994 No Valuation Available July 1,1995 S 162,305,000 131,099,039 124% S 31,205,961 46,972,436 66% July 1,1996 No Valuation Available Required ten-year historical trend information, as available, is presented in Tables 1 and 2 of the accompanying required supplementary information. 40 • CITY OF OMAHA NEBRASKA Q„►MA M4 Notes to General Purpose Financial Statements �� !��►= Of' w 7.O Iita. 14.,Continued Uniformed Plan • Plan Description - The Uniformed Plan became effective July 1, 1961. Its provisions are covered by Chapter 22 of the Omaha Municipal Code. The Uniformed Plan covers all probationary and regular uniformed personnel of the police and fire divisions of the public safety department of the City. For the year ended December 31, 1996, the City's payroll covered under the Uniformed Plan.was$66,018,562. As of July 1, 1996, the date of the last actuarial valuation, the Uniformed Plan had membership as follows: Retirees currently receiving benefits 364 Beneficiaries 276 Disability retirements 243 Vested terminations 3 Current active employees 1.253 2,122 An employee with at least twenty-five years of service may retire as early as age 50. An employee's monthly pension is a percentage (from 20 to 60) of the employee's highest average monthly compensation during any consecutive twelve paid months during the employee's last five years of service. Prior to September 1989,the maximum monthly pension compensation percentage was 50%. In September 1989 the City agreed to increase the percentage by 1% for each year of service over twenty-five years of service to the current maximum of 60%. The Uniformed Plan also provides for certain disability and death benefits. An employee who terminates prior to obtaining pension eligibility receives a refund of his contributions plus interest. If employment terminates before age 50 with more than twenty years of service and prior to obtaining pension eligibility,the employee may elect to receive,in lieu of a refund,a deferred monthly pension beginning at age 50. • • 41 • CITY OF OMAHA, NEBRASKA °`M�."`� Notes to General Purpose Financial Statements ,a.. 14.,Continued Uniformed Plan, Continued Employees are required to contribute, by payroll deduction, 9.1% of total monthly salary. The City is required by the Municipal Code to contribute 14.8% (10.4% from September 1989 to December 1995)of each eligible employee's total monthly salary and the City shall make contributions to fund the cost of pensions accrued for prior service in an amount equal to (a) required interest on the unfunded actuarial liability for prior service,or(b)the actual amount of such pensions as they become due and payable. As a result of litigation, the City has agreed to contribute to the Uniformed Plan S1,327,600 per year through 2028 which fulfills the eity's requirement (b) above. Additionally, beginning December 31, 1995,the City provides a pension supplement to all present and future employees who retired from the department since June 1989, after a three-year waiting period. The amount of annual pension supplement shall be the lesser of three percent or fifty dollars per month. Funding Status and Progress - The APV of credited projected benefits at July 1, 1996 was determined through an actuarial valuation. Significant actuarial assumptions used in the valuation included (a) a rate of return on the investment of present and future assets of 8.5%, and (b) projected annual salary increases for inflation plus merit increases based on age. Pension benefit obligation as of Jd71,1996 Vested benefits:. Retirees and beneficiaries currently receiving benefits and terminated employees entitled to benefits but not yet receiving them $ 131,884,153 Accumulated employee contributions-including interest 56,644,221 Active participant benefits attributable to employer 84.461.456 272,989,830 Nonvested benefits 39.298361 Pension benefit obligation 312,288,191 Net assets available for benefits at cost(with a market value of$251,518,336) 218.204941 Unfunded pension benefit obligation $ 94.083.250 Annual covered payroll $ 64.472.357 Net assets available for benefits at cost as a 70% percentage of PBO Unfunded PBO as a percentage of annual 146% covered payroll 42 CITY OF OMAHA NEBRASKA rp Notes to General Purpose Financial Statements (.41460.-"AFkaN losr.41-*4-7s to • 14.,Continued Uniformed Plan, Continued Contribution Required and Contribution Made - The City uses the Aggregate Cost Valuation Method to determine its required contribution to the Plan. The significant actuarial assumptions used to determine the required contribution are the same as those used to compute the PBO. • The Plan's contribution was based on the most recent actuarial determination plus an increase resulting from a change in the Plan's provisions made in September 1990. Actual contributions for the year ended December 31, 1996 include: As a percentage of current year In dollars covered payroll City: Current S 9,480,762 14.7% Prior service 1,327,600 2.1 Employee-required 6.020.051 Total $16.828.413 % Three-year historical trend information,as available,is as follows: Assets deficient Pension CoL 1 of pension Annual CoL 4 Net assets benefit as a%of benefit covered as a%of for benefits obligation col.2 obligation payroll coL 5 (CoL 1) (CoL 2) (Col.3) (CoL 4) (Col.5) (CoL 6) July 1,1994 $ 195,530,733 244,058,610 80.1% (48,527,877) 53,379,264 (91)% July 1.1995 No Valuation Available • July 1.1996 $251.518.336 312,288,191 803% (60.769,855) 64,472,357 (94)% Required ten-year historical trend information, as available, is presented in Tables 3 and 4 of the accompanying required supplementary information. 43 Gt CM•NA. CITY OF OMAHA, NEBRASKA AMA Notes to General Purpose Financial Statements to pa's— t 15.Deferred Compensation Plan The City of Omaha has a deferred compensation plan created in accordance with Internal Revenue Code Section 457. The plan permits eligible employees to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, unforeseeable emergency,or permanent disability. All amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property, or rights are (until paid or made available to the employee or other beneficiary) solely the property and rights of the City (without being restricted to the provisions of benefits under the plan), subject only to the claims of the City's general creditors. Participants' rights under the plan are.equal to those of general creditors of the City in an amount equal to the fair market value of the deferred account for each participant. The plan's assets are held by an external administrator,and are recorded in the general purpose financial statements at fair market value. It is the City's opinion that the City has no liability for losses which may arise under any legally permitted investment of funds under the plan, but does have the duty of due care that would be required of an ordinary prudent investor. The City has not used these assets to pay general creditors and the Citybelieves that it is unlikelythat it will use the assets to satisfy the claims of general creditors in the future. • 44 • CITY OF OMAHA, NEBRASKA ` +O'OM►MA.N�..'J Notes to General Purpose Financial Statements � s�►; 01414,77). -1 4 O ff041' 16.Segment Information for Enterprise Funds The City maintains six Enterprise Funds which provide sewer,marina, dock, marina dredge, parking and golf concession services. Segment information for the year ended December 31, 1996 is as follows: ' Dodge Downtown Golf Sewer Dodge Park Park Redevelopment Concession Revenue Marina Municipal Marina Project Revenue Fund Fund Dock Fund Dredge No.1 Fund Fund Total Operating revenues $ •sue 234di1 .42.2 1a620.132 35.327.161 Operating expenses: Depreciation and amortization 9,067,664 38,825 37,337 — — 134,882 9,298,701 Other 19.2E9109 153.E 6. - 2.3474312 21.795.865 $ 124d11 43.960 it i.7i1 r31.094.4.3 Operating income (loss) f 1s .64.040 (L714) .111.018 Net income(loss) $ 3s • 7 11 .122111 Net working capital(deficit) $ 10.098103 Nam Ism ' muz dm= 10317.756 Total assets $26117 921.08 4Q6.i66 I.4st 1Ir131 11112t633 265.28= Bonds.notes • and wodcers' cowman payable(look arm)-net of. tmamoraaed dim $ 18.954.037, �� �� t0. Cmeent year contnlitned capital $ =119.343 Fund equity $analniti ULM Mal 1991 7 S21 1417.686 Acquisition of PgcoPectY.Plant 111212 $� .291.136 116.41a • - —= - ''>< 45 • CITY OF OMAHA, NEBRASKA Notes to General Purpose Financial Statements 17. Fixed Assets General Fixed Assets A summary of changes in general fixed assets follows: Balance Balance Jan.1,1996 Additions Deletions Dec31,1996 Land $ 26,680,225 4,023,156 — 30,703,381 Buildings and improvements 116,589,489 13,990,033 201,239 130,378,283 Equipment 27.737.685 2.945.735 — 30.683.420 $,L J,QQ7-399 ;0,958,924 ;Q1.239 191,765,084 Proprietary Fund Types A summary of Proprietary Fund Type property,plant and equipment at December 31, 1996 follows: Internal Enterprise Service Land S 1,306,856 — Buildings 1,093,798 — Improvements other than buildings 2,282,823 — Equipment,machinery and fixtures 10,195,385 281,187 Sewerage treatment plants and other facilities 339,368,339 — Construction in progress 15.835581 — 370,082,782 281,187 Less accumulated depreciation and amortization 126.821.293 158.121 $;43.261.489 123.066 46 CITY OF OMAHA NEBRASKA Notes to General Purpose Financial Statements lei L Al% • 18.Reconciliation of Budget Basis Revenues and Expenditures to GAAP Revenue and expenditures presented on a non-GAAP budget basis of accounting differ from the revenues and expenditures presented in accordance with generally accepted'accounting principles (GAAP) because of the different treatment of encumbrances and accruals(revenue recognition). In addition, Section 5.14 of the City of Omaha's Home Rule Charter requires that the year-end general fund balance "be applied as general fund revenue in the budget for the fiscal year two years subsequent to that fiscal year." Therefore, the amount of the general fund carryover coming into a particular fiscal year has already been determined. Any general fund encumbrances at the end of a fiscal year are not included in the year-end general fund balance because those encumbrances will normally need to be paid in the following fiscal year and cannot be held until the fiscal year two years subsequent to the fiscal year when the encumbrance was incurred. All proper general fund encumbrances are charged to the appropriate accounts at the end of the fiscal year. This allows those funds to be kept separate from the year-end general fund balance. Therefore, when the actual payments to the vendors are required in the following fiscal year, there are general fund monies available. A reconciliation of the differences between the budgetary versus GAAP fund equities is presented below: Excess id revenuer labial over(wader) audit free iadaded Food Other wad other is other Wanes, paasdog lhasdug ftaasdog Fond begisaisg sources sources sources Waseca, General Food el pear Revenues Espsditanr Owes) (sae) (use) sad of Year Budget basis: 1994 carryover to 1996 S 1.663.963 — — — — (1.663.963) — 1993 carryover to 1997 1.674.990 — — — — — 1,674,990 1996 carryover to 1998 — 169.493972 16R 279102 471969 j12400 9 — 152e o39 Tod budget basis 3338.953 169.493.972 168.279.702 475.769 1.690,039 (1.663.963) 3,365,029 Basis Menaces: Takes soared 7.556,967 48390 - — — 48.390 — 7,605,357 Eacuui eaooa 2.801.442 — — (1696.043)(1.696.043) — 1,105,399 Imoal credit — — — (1663963)(i AM Obi) 1110,251 GAAP basis basis . S.16971157 l69 Ca,1R7 10 174 Tr) 12 R (1 6 1 t7f1 — Special Revenue Budget basis 20.633.236 45.493.709 44.387.123 (823.406) 283.180 - 20,936,416 Entity differences- Noebudgeted funds 1_126J11 19-796-791 19.011-240 — 281551 — —L1Z„ GAAP basis S 11..E a� Ad 700 V 61 19R r 3 41/A) 16 47 1 CITY OF OMAHA, NEBRASKA Ca,$jNotes to General Purpose Financial Statements ��: • 19.Post-Retirement Health Care Benefits In addition to providing the pension benefits described in note 14, the City provides health insurance coverage, in accordance with the City's Municipal Code and the City's contracts with the Omaha • Police Union Local No. 101, the Professional Firefighters Association of Omaha Local No. 385 and the Omaha City Employees Local No. 251. Currently, 480 individuals meet these eligibility requirements. The cost of health insurance coverage is recognized as an expense as premiums are paid. For 1996, these costs approximated$2,100,000. 20. Self-Insurance It is the policy of the City not to purchase commercial insurance for the risks of losses to which it is exposed. Instead, the City management believes it is more economical to manage its risks internally and set aside assets for claim settlement in an internal service fund. This account group services all claims for risk of loss to which the City is exposed,including general liability,property and casualty, workers' compensation, employee health and accident;environmental and antitrust. Changes in the balance of claims liabilities during the fiscal year 1996 were as follows: Beginning-of-year Current-year Claim End-of-year liability claims payment liability 1996 $18.778.964 11.692.990 14.140.286 16.333-1.668 1995 15.255.327 19.855.071 16.331.434 18.778.964 • 48 • CITY OF OMAHA, NEBRASICA ~! Notes to General Purpose Financial Statements w AV; 21. Pronouncements Issued but not yet Implemented In November 1994, GASB issued Statement No. 25, Financial Reporting for Defined Benefit Pension Plans and Note Disclosures for Defined Contribution Plans, which establishes financial reporting standards for defined benefit plans and for notes to the financial statements of defined contribution plans of state and local governmental entities. This Statement is effective for periods beginning after June 15, 1996. Also during November 1994,GASB issued Statement No.27,Accounting for Pensions by State and Local Governmental Employers, which establishes standards for the measurement, recognition and display of pension expenditures/expenses and related liabilities, assets and note disclosures. This Statement is effective for periods beginning after June 15, 1997. In February 1996, GASB issued Statement No. 30, Risk Financing Omnibus. This Statement amends GASB Statement No. 10, Accounting and Financial Reporting for Risk Financing and Related Insurance Issues, for public entity risk pools and for entities other than pools. This Statement is effective for periods beginning after June 15, 1996. In March 1997, GASB issued Statement No. 31,Accounting and Financial Reporting for Certain Investments and for External Investment Pools. This Statement establishes accounting and financial reporting standards for all investments held by governmental external investment pools. This Statement is effective for periods beginning after June 15, 1997. It is management's intent to adopt the above statements when they are applicable. 22. Commitments The City is a defendant in a number of lawsuits in its normal course of operations. In addition to amounts recorded by the City as other accrued liabilities, the City Attorney is of the opinion that there is a reasonable possibility that the City will incur additional losses on these lawsuits not to exceed$10,366,000. • • • 49 . CITY OF OMAHA NEBRASKA °w►MA. Notes to General Purpose Financial Statements ►._ sue: off: 'L �--�- -y 22.,Continued The City is a party to numerous contracts related to design and construction projects within the Wastewater Collection and Treatment System. At December 31, 1996, approximately$3,997,390 of such contracts were not recorded as liabilities as the related construction had not been performed. The City participates in a number of Federally assisted grant programs, principally Federal Highway Construction Grants, Community Development Block Grant,Job Training Partnership Act and other local improvement programs. The programs are subject to financial audits. The amount of expenditures, if any, which may be disallowed by granting agencies is not determinable at this time; however,City management does not believe that such amounts,if any,would be significant. 23. Subsequent Events The City issued general obligation advance refunding bonds on March 1, 1997. The City issued as general obligation indebtedness its$14,600,000 Various Purpose Bonds,Series of 1990 and assumed the general obligation indebtedness of certain annexed Douglas County sanitary and improvement districts. The City is refunding the prior bonds from the proceeds of the 1997 bonds, as follows: City of Omaha Various Purpose Bonds, Series 1990, principal amount outstanding $10,220,000; Sanitary and Improvement District No. 126, General Obligation Refunding Bonds, Series 1992, principal amount outstanding $725,000; and Sanitary and Improvement District No. 302, General Obligation Refunding Bonds,Series 1992,principal amount outstanding$1,170,000. In addition, the City issued $3,410,000 of Tax-Exempt Series 1997A and Taxable Series 1997B Refunding Bonds for the purpose of refunding the Riverfront Redevelopment Project No. 1 Tax Allocation Refunding Bonds, Series 1991A and Series 1991B. In addition, principal in the amount outstanding of$1,935,000 was called for payment from the surplus fund on hand as of December 31, 1996. This issue will be dated as of May 15, 1997. • 50 C-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebr June 2? 19 98 ' RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS,the City Council of the City of Omaha passed Ordinance No. 34553 on May 19, 1998 preliminarily approving, among other things,the issuance and delivery by the City of Omaha Parking Facilities Corporation (the "Corporation") of its $12,015,000 aggregate principal amount of Lease Revenue Bonds(OmahaPark Six Project)Series 1998 (the "Bonds")for the purpose of assisting the City to acquire, construct, furnish and equip the OmahaPark Six parking garage project (the "Project") in downtown Omaha, Nebraska, including the refunding and redemption of the Corporation's$3,000,000 aggregate principal amount of Lease Revenue Bond Anticipation notes (Omaha-Park Six Project) Series 1997 (the "Notes"); and, WHEREAS, it is necessary for the City to approve the final terms of the Bonds and the Bond Purchase Agreement dated June 2, 1998 between the Corporation and the underwriters named therein(the"Bond Purchase Agreement")and to approve and authorize the distribution of the final Official Statement(the "Official Statement"); and, WHEREAS,it is in the best interests of the City that the Corporation issue its Bonds and apply the proceeds thereof to the acquisition, construction, furnishing and equipping of the Project and the redemption of the Notes and that the City cooperate to that end with the Corporation by approving the terms of the Bonds and the Bond Purchase Agreement and approving and authorizing the distribution of the Official Statement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: 1. The City Council does hereby approve the issuance by the Corporation of the Bonds in the principal amount of $12,015,000 and bearing interest at the rates per annum and maturing in the principal amounts on June 1 in the years as follows: • By Councilmember Adopted City Clerk Approved Mayor C-25A CITY OF OMAHA LEGISLATIVE CHAMBER June 2, 98 • Omaha,Nebr 19 PAGE-2- Maturity Date Principal (June 1) Amount Interest Rate 1999 315,000 6.00% 2000 335,000 6.00% 2001 355,000 6.05% 2002 375,000 6.05% 2003 400,000 6.10% 2008 2,390,000 6.25% 2018 7,845,000 6.70% 2. The Bond Purchase Agreement and the Official Statement,in substantially the forms presented to the City Council and attached hereto as Exhibits A and B,respectively, are hereby authorized and approved, and the distribution of the Official Statement by the underwriters of the bonds is hereby approved. APPROVE AST RM: ASSISTANT ATT EY (DATE P:\FIN\6143.SAP By.. ci ember Adopted JUN - 2 1998. ........ rf t / City Clerk Approved.... 'or.o. , Mayor i, s I, 2 g• 0A, CAD CD Q1 'o , . to C Y O .CD r-• T` CD . O Z 0 'b S " t� tao -- n • e4 { p Fn �e `C � O I .:. � C "ppb : cD n `� vp O�.• vCDi p�p •O (� co '4', • r:).. . .1k,,. . a !:. 7D O Q• 1 1\ 0 f-tg•Uq CD CD �-� Q• I 0 c?-4"%, • l t 4