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RES 1997-2074 - Bond purchase agmt for tax allocation special tax revenue redevelopment bonds series 1997A
1 Finance Department ~r0 IA �-.l Omaha/Douglas Civic Center Zlhrtjr 97 U�1 ttL1819 Farnam Street,Suite 1004 co 29 PiI : `� Omaha,Nebraska 68183-1004 °4,; •'' Mro � (402)444-5416 o�TFU eEeRt. C( w f° iy f.., Telefax(402)444-5423 QMAI PC Ci of Omaha + C ), Louis A.D'Ercole ty ti? Director Hal Daub,Mayor July 29, 1997 Honorable President and Members of the City Council, On July 22, 1997, the City Council passed Ordinance No. 34261, authorizing the issuance of$8,500,000 Tax Allocation and Special Tax Revenue Redevelopment • Bonds for the purpose of paying for the cost of public improvements relating to the redevelopment of the former Ak-Sar-Ben property. The attached resolution authorizes and approves the Bond Purchase Agreement, the Preliminary Official Statement and the award of the sale of the Bonds to the Underwriter. I urge your support and approval of the Resolution. Sincerely, Referred to the City Council for Consideration: Louis A. D Ercole Dacra--74(7-rX7 Mayor's Office/Title G! D to K Finance Director P:\FIN\4343.MAF F ' 2 EXHIBIT A $8,500,000 CITY OF OMAHA, NEBRASKA TAX ALLOCATION AND SPECIAL TAX REVENUE REDEVELOPMENT BONDS SERIES 1997A . BOND PURCHASE AGREEMENT July 29, 1997 The City of Omaha 1819 Farnam Street Omaha, NE 68183 Dear Mayor Daub and Councilmembers: The undersigned (the "Underwriter") hereby Offers to enter into this Bond Purchase Agreement with the City of Omaha, Nebraska (the "City"), which, upon the acceptance of this offer, will be binding upon the City and upon the Underwriter. This offer is made subject to the City's acceptance by a duly adopted resolution, the execution of this Bond Purchase Agreement (the "Agreement") and its delivery to the Underwriter on the date first above written, and the effectiveness of the Ordinance (hereinafter defined). 1. Upon the terms and conditions and upon the basis of the representations and warranties hereinafter set forth or referred to, the Underwriter hereby agrees to purchase from the City for offering to prospective investors, and the City hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of $8,500,000 aggregate principal amount of City of Omaha, Tax.Allocation and Special Tax Revenue Redevelopment Bonds, Series 1997A, dated August 1, 1997 (the "Bonds"), at the purchase price, net of accrued interest from August 1, 1997 to the date of Closing (hereinafter defined), of $8,419,805.25, which is the$8,500,000 principal amount thereof minus Underwriter's discount of$80,121.25 and minus original issue discount of $73.50. The Bonds shall be as described in, and shall be issued pursuant to, Ordinance No. 34261 of the City passed on July 22, 1997 (the "Ordinance") for the purpose of paying all or part of 01/574928.2 L- V the cost of the removal, relocation, construction and installation of public improvements relating to the redevelopment of the former Ak-Sar-Ben property, as identified by the Ordinance (the "Bonds"), which outstanding indebtedness constitutes a special limited obligation of the City. 2. The Underwriter agrees to make an offering of all of the Bonds at not in excess of the initial offering prices (which may be expressed in terms of yield) which shall be within the limitations set forth on Schedule A attached hereto. In the sole discretion of the Underwriter, but only after consulting with the City, the offering by the Underwriter may be a bona fide public offering or may be an offering limited to selected institutional investors. In the event of a bona fide public offering, the Bonds may be offered and sold to certain dealers (including the Underwriter and other dealers depositing such Bonds into investment trusts) at prices lower than such initial public offering prices. 3. Delivered to the City herewith is a check payable to the order of the City in clearinghouse funds for$85,000. The City agrees to hold said check uncashed until the Closing as security for the performance by the Underwriter of its obligation to accept and pay for the Bonds at the Closing and, in the event of compliance by the Underwriter with such obligation, such check shall be returned to the Underwriter. In the event the City does not accept this offer, such check shall be immediately returned to the Underwriter. In the event of the City's failure to deliver the Bonds at the Closing, or if the City shall be unable at or prior to the date of the Closing to satisfy the conditions to the obligations of the Underwriter contained herein, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate, and neither the Underwriter nor the City shall be under any further obligation hereunder, except that the check referred to in this paragraph 3 shall be returned immediately to the Underwriter by the City, and the respective obligations of the City and the Underwriter for the payment of expenses as provided in paragraph 10 hereof shall continue in full force and effect. If the Underwriter fails (other than for a reason permitted hereunder) to accept and pay for the Bonds at the Closing as herein provided, such check shall be cashed and the proceeds thereof shall be retained by the City as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and the cashing of such check shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults. 4.(a) At the time of or before the Closing by the City hereof, the City shall deliver to the Underwriter (unless separately waived by the Underwriter): (i) a certified copy of the Ordinance (including the City's undertaking (the "Undertaking") to provide ongoing disclosure about the City for the benefit of the - bondholders and beneficial owners of the Bonds, as required by Section (b)(5)(i) of the Rule, as hereinafter defined, and summarized in the Preliminary Official Statement referred to below) together with such reasonable number of certified copies of the Ordinance as the undersigned shall request; and 01/574928.2 2 (ii) a certified copy of Resolution No. (the "Resolution") adopted by the City Council of the City on July 29, 1997, which shall include authorization for execution and delivery of this Bond Purchase Agreement, together with such reasonable number of certified copies of the Resolution as the undersigned shall request. It is understood that the Underwriter may not waive receipt of the ongoing disclosure Undertaking referred to in clause (i). (b)(i) The City agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement dated July 29, 1997 relating to the Bonds (the "Final Official Statement") as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule") and with Rules G-32 and G-36 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such Final Official Statements within seven business days after the execution hereof or on such earlier date as is necessary so that any confirmation that requests payment from a customer of the Underwriter may include a copy of the Final Official Statement. (ii) The City hereby authorizes and approves the Preliminary Official Statement dated July 15, 1997 and the Final Official Statement (the Final Official Statement, the Preliminary Official Statement and any amendments or supplements that may be authorized for use with respect to the Bonds are herein referred to collectively as the "Official Statement"), consents to their distribution and use by the Underwriter and authorizes the approval of the Final Official Statement by the execution thereof by the Mayor of the City. Additionally, the City hereby authorizes the Underwriter to use and distribute all other documents, certificates and statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Bond Purchase Agreement, in connection with the issuance and sale of the Bonds. (iii) The Underwriter shall give notice to the City on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Final Official Statements pursuant to paragraph (b)(4) of the Rule. (iv) Prior to the earlier of (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 City shall provide the Underwriter with such information regarding its current financial condition and ongoing operations as the City shall deem material and such other information concerning the City as the Underwriter may reasonably request. (v) If, at any time prior to the earlier of (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 City has knowledge, which might or would cause the information in the Preliminary Official Statement or the Final Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein 2- 01/574928.2 3 0 or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the City shall notify the Underwriter, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement or the Final Official Statement, the City shall amend or supplement the Preliminary Official Statement or the Final Official Statement in a form and in a manner approved by the Underwriter, provided all expenses thereby incurred shall be paid by the City. Any information supplied by the City for inclusion in any amendments or supplements to the Preliminary or Final Official Statement will not contain any untrue or misleading statement of a material fact relating to the City or omit to state any material fact relating to the City necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 5.(a) The City represents and warrants to the Underwriter that (i) the Preliminary Official Statement is (except as subsequently modified by the Final Official Statement), and the Official Statement will be, true and correct in all material respects, contain and will at all times following publication, to and including the date of the Closing, contain no misstatement of any material fact and did not and will not at any such time omit any statement or information which is necessary to make the statements and information contained therein not misleading in any material respect; (ii) Appendix C to the Preliminary Official Statement and Final Official Statement contains the Undertaking into which the City will enter pursuant to the Ordinance; (iii) both at the time of the City's acceptance hereof and at the time of the Closing, the City is and will be duly existing as a municipal corporation and a body corporate and politic of the State of Nebraska with full legal right, power and authority to issue the Bonds, apply the proceeds thereof and perform its obligations as set forth in the Ordinance; (iv) from the time of the City's acceptance hereof through the date of the Closing, the City will not have incurred any material liabilities, direct or contingent, or entered into any material transaction, in either case other than in the ordinary course of its business, and there shall not have been any material adverse change in the financial condition of the City other than changes in the ordinary course of business in each such case, except as contemplated by the Official Statement; (v) the passage of the Ordinance and the execution and delivery of this Agreement and the Bonds and compliance with the provisions thereof will not conflict with or constitute a breach of or a default under any law, administrative regulation, court decree, resolution or agreement to which the City is subject; and (vi) the City is in full compliance with each and every ongoing disclosure undertaking previously entered into by it pursuant to Section (b)(5)(i) of the Rule. (b) The Underwriter represents and warrants to the City that the material in the Preliminary Official Statement under the caption UNDERWRITING is true and correct in all material respects and does not omit any information that is necessary to make the statements contained therein not misleading in any material respect. 6. At 10:00 a.m., Omaha time, on such business day not later than August 31, 1997 as shall have been mutually agreed upon by the Finance Director of the City and the Underwriter (the "Closing Time"), the City will deliver to the Underwriter the Bonds in definitive form (unless otherwise agreed by the Underwriter), bearing CUSIP numbers (provided that neither c 01/574928.2 4 the printing of a wrong CUSIP number on any Bond nor the failure to print a CUSIP number thereon shall constitute cause to refuse delivery of any Bond), duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds, as set forth in paragraph 1 hereof, by delivering a certified or bank cashier's check payable to the order of the City in immediately available funds which equal the purchase price. The Bonds shall be available for examination and packaging by the Underwriter on the day prior to the Closing. Payment for and delivery of the Bonds as aforesaid shall be made at the office of Kutak Rock, in Omaha, Nebraska, except that physical delivery of the Bonds, shall be made to The Depository Trust Company ("DTC") in the form of one bond certificate for each stated Bond maturity registered in the name of Cede & Co., as DTC's nominee, or at such place as may be mutually agreed upon. Such payment and delivery is hereby called the "Closing." The Bonds will be delivered as fully registered bonds without coupons. The City may deliver Bonds in temporary form to the Underwriter, as permitted by the Ordinance, but only upon the request or agreement of the Underwriter. 7. The obligations of the Underwriter hereunder are subject to the accuracy in all material respects of the representations and warranties of the City contained herein as of the date hereof and the date of the Closing and to the following additional conditions: (a) At the time of the Closing, (i) the Ordinance (including the Undertaking) shall be in full force and effect and shall not have been amended, modified or supplemented since the date hereof except as may have been agreed to in writing by the Underwriter, and the City shall have duly adopted and there shall be in full force and effect such additional ordinances and resolutions as shall, in the opinion of Kutak Rock, Bond Counsel to the City, be necessary in connection with the transactions contemplated hereby, and (ii) the City shall perform or have performed all of its obligations required under or specified in this Agreement and the Ordinance to be performed at, simultaneously with or prior to the Closing. The Official Statement and the Ordinance shall be in full force and effect in the forms heretofore approved by the Underwriter, with only such changes therein as the Underwriter and the City shall have mutually agreed upon, and shall not have been amended without the consent of the Underwriter. (b) The Bonds shall have been duly authorized, executed and authenticated in accordance with the provisions of the Ordinance. (c) The Underwriter shall have the right to cancel their obligations hereunder to purchase the Bonds by notifying the City, in writing or by telegram, of their 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 01/574928.2 5 `� United States or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be enacted by, the House of Representatives or the Senate, or be recommended to the Congress of the United States for passage by the President of the United States, or a decision by a court established under Article III of the Constitution of the United States, or a decision by the Tax Court of the United States, shall be rendered or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the City or upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (ii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by, any governmental body, department or agency in the State of Nebraska, or a decision by any court of competent jurisdiction within the State of Nebraska shall be rendered which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; (iii) legislation shall be introduced, by amendment or otherwise, in, or be enacted by the House of Representatives or the Senate of the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or other governmental agency having jurisdiction over the subject matter shall be made or proposed, to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds as contemplated hereby or by the Official Statement, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds as contemplated hereby or by the Official Statement; (iv) any event shall have occurred, or information become known, which, in the Underwriter's opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in the Official Statement, as originally circulated, or has the effect that the Official Statement, as originally circulated, contains an untrue, incorrect or misleading statement of a material fact or omits to state a material fact necessary to be stated therein in order. to make the statements made therein, in light of the circumstances under which they were made, not misleading; L 01/574928.2 6 (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 the Bonds or any other securities of the City shall have been downgraded or withdrawn by Moody's Investors Service or Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.; or (x) a war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds. (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) A certificate, satisfactory in form and substance to the Underwriter, of the Mayor and City Clerk, or of other appropriate officials satisfactory to the Underwriter, dated as of the Closing, to the effect that (A) the City has duly performed all of its obligations to be performed at or prior to the Closing; (B) the Bonds and the Ordinance conform to the descriptions thereof in the Official Statement; (C) this Agreement, the Ordinance and any and all other agreements and documents required to be executed, adopted or deliiiered by the City in order 01/574928.2 7 V to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement have each been duly adopted, authorized, executed and delivered by the City, as the case may be, and as of the Closing each is in full force and effect; (D) other than as set forth in the Official Statement, no litigation or other proceedings are pending or, to the knowledge of either of the signers of such certificate, threatened in any court or other tribunal of competent jurisdiction, state or federal, against or involving the City or any of its members or any of the officers of the City in their official capacity, or restraining or enjoining the issuance, sale or delivery of any of the Bonds or the collection or application of the security pledged or to be pledged under the Ordinance to pay the principal of and interest on the Bonds, or in any way questioning or affecting the validity of the Bonds, the Ordinance or this Agreement, or any of the proceedings for the authorization, sale, execution or delivery of the Bonds, or the organization or existence of the City, or the title to office of the officers of the City or the members thereof, or any powers of the City, including its powers to issue the Bonds; and (E) each of the representations and warranties of the City set forth in paragraph 5 hereof is true, accurate and complete in all material respects as of the Closing. (iii) A certificate, satisfactory in form and substance to the Underwriter, of the Finance Director of the City, dated as of the Closing, to the effect that on the date of this Agreement, and at the time of the Closing, (A) the information and statements, including financial information of or pertaining to the City, contained in the Official Statement were and are correct in all material respects; (B) insofar as the City and its affairs, including its financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (C) insofar as the descriptions and statements, including financial data, contained in the Official Statement of or pertaining to nongovernmental bodies or governmental bodies other than the City are concerned, such descriptions, statements and data have been obtained from sources believed by the City to be reliable, and the City has no reason to believe that they are untrue or incomplete in any material respect. (iv) The opinion of the Law Department of the City that (A) the Ordinance has been duly passed and is in full force and effect; (B) the Bonds have been legally and validly issued and are special limited obligation bonds of the City payable from the Tax Revenues (as such term is defined in the Ordinance), which Tax Revenues have been pledged for the payment of the principal of and interest on the Bonds; the pledge of Tax Revenues is a prior lien; and there has been no other pledge of such Tax Revenues except as provided in the Ordinance; and (D) the Ordinance and this Agreement constitute legal, valid and binding obligations of the City enforceable in accordance with their respective 01/574928.2 8 �;' terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally. (v) Such additional legal opinions, certificates, agreements, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request at least three business days before the Closing Time to evidence compliance by the City with legal requirements, the truth and accuracy, as of the Closing Time, of the representations of the City contained herein and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the City. 8. If the City shall be unable, to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, except as provided in paragraph 10 hereof and except that the check referred to in paragraph 3 hereof shall be returned to the Underwriter by the City. 9. All representations, warranties and agreements of the City 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. 10. The Underwriter, but only if the transactions contemplated hereby shall be consummated, shall be obligated to pay any expenses incident to the performance of the obligations of the City hereunder, including, but not limited to (a) all costs and expenses incident to the printing and preparation for printing or other reproduction of the Ordinance, the Preliminary Official Statement and Final Official Statement, together with a reasonable number of certified copies thereof; (b) the cost of preparing the definitive Bonds; and (c) the fees and disbursements of Kutak Rock as Bond Counsel and Special Disclosure Counsel and in connection with the qualification of the Bonds for sale under the securities or "Blue Sky" laws of various jurisdictions and the preparation of the Blue Sky Memorandum, if any. If the transactions contemplated hereunder shall not be consummated for any reason, the City shall be obligated to pay all such costs and expenses. The Underwriter shall in any event pay (A) all advertising expenses in connection with the public offering of the Bonds and (B) all other expenses incurred by them or any of them in connection with the public offering and distribution of the Bonds. 11. This Agreement has been and is made solely for the benefit of the Underwriter and their respective successors and assigns and the City and its successors, and no other person, partnership, association or corporation shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser of the Bonds from the Underwriter merely because of such purchase. 01/574928.2 9 1 C� 12. Any notice or other communication to be given to the City under this Agreement may be given by mailing or delivering the same in writing (or, in the case of a notice given pursuant to paragraph 7(c) hereof, by telegram or facsimile transmission) to the City, addressed to the City, Omaha/Douglas Civic Center, 1819 Farnam Street, Omaha, Nebraska 68183, Facsimile Number (402) 444-5423, Attention: Finance Director and any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to Kirkpatrick, Pettis, Smith, Polian Inc., Suite 400, 10250 Regency Circle, Omaha, Nebraska 68114, Attention: Philip A. Lorenzen. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] ( .) 71 01/574928.2 10 13. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska and may not be assigned by the City. Very truly yours, KIRKPATRICK, PETTIS, SMITH, POLIAN INC. By First Vice President Accepted as of the date first above written: CITY OF OMAHA, NEBRASKA • By Mayor Attest: City Clerk (Seal) 4 01/574928.2 1 1 . 1 SCHEDULE A BOND PURCHASE AGREEMENT $8,500,000 CITY OF OMAHA, NEBRASKA TAX ALLOCATION AND SPECIAL TAX REVENUE REDEVELOPMENT BONDS SERIES 1997A Principal Interest Price or Maturity Amount Rate Yield November 15, 1998 $ 135,000 4.50% 3.85% May 15, 1999 135,000 4.50 4.00 November 15, 1999 140,000 4.50 4.00 May 15, 2000 145,000 4.50 4.10 November 15, 2000 145,000 4.50 4.10 May 15, 2001 150,000 4.65 4.20 November 15, 2001 155,000 4.65 4.20 May 15, 2002 155,000 4.65 4.30 November 15, 2002 160,000 4.65 ' 4.30 May 15, 2003, 165,000 4.65 4.40 November 15, 2003 170,000 4.65 4.40 May 15, 2004 170,000 4.65 4.50 November 15, 2004 175,000 4.65 4.50 May 15, 2005 180,000 4.65 4.55 November 15, 2005 185,000 4.65 4.55 May 15, 2006 190,000 4.65 4.60 November 15, 2006 195,000 4.65 4.60 May 15, 2007 200,000 4.75 4.65 November 15, 2007 200,000 4.75 4.65 November 15, 2012 2,330,000 5.20 99.471 November 15, 2017 3,020,000 5.25 99.375 01/574928.2 Z ; * EXHIBIT B NEW ISSUE—BOOK-ENTRY ONLY In the opinion of Kutak Rock,Bond Counsel, under existing laws, regulations, rulings and judicial decisions, the interest on the Series 1997A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Bond Counsel is also of the opinion that,under existing laws of the State of Nebraska,the interest on the Series 1997A Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of federal income tax. See "TAX EXEMPTION"herein. • $8,500,000 CITY OF OMAHA, NEBRASKA . Tax Allocation and Special Tax Revenue Redevelopment Bonds Series 1997A Dated: August 1, 1997 Due: May 15 and November 15,as shown below The Series 1997A Bonds(the"Bonds")are issuable as fully registered bonds in denominations of$5,000 and integral multiples thereof. Interest on the Bonds is payable on May 15 and November 15 of each year,beginning May 15, 1998,by check or draft mailed to the registered owner as of the applicable record date at the address shown on the boOks of registry maintained by First National Bank of Omaha (the "Paying Agent"). Principal of the Bonds is payable upon • presentation and surrender thereof at the principal office of the Paying Agent in Omaha,Nebraska. The Bonds will be subject to optional redemption,special optional redemption and mandatory sinking fund 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 and interest on the Bonds will be payable by the Paying Agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC,and disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants,as more fully described herein. Any purchaser of a beneficial interest in the Bonds must maintain an account with a broker or dealer who is,or acts through,a DTC Participant to receive payment of the principal of,premium, if any,and interest on such Bonds. See "THE BONDS—Book-Entry Only System"herein. The Bonds will be issued by the City of Omaha,Nebraska(the"City")for the purpose of financing a portion of the cost of certain street,utility and other public improvements constituting the Redevelopment Project, located in the vicinity of 72nd Street and Pacific Street in Omaha,Nebraska. The Bonds will be special limited obligations of the City,secured solely by and payable solely from(i)a portion of ad valorem taxes levied by public bodies on the Redevelopment Project Area and allocable to and collected by the City and(ii)the proceeds of a special tax levied by the City for community redevelopment purposes. The Bonds are not general obligations of the City. The full faith and credit of the City are not pledged to the payment of the Bonds or the interest thereon. See"BONDHOLDERS'RISKS"herein. • MATURITIES,AMOUNTS AND INTEREST RATES $3,150,000 Serial Bonds Maturity Amount Interest Rate Yield Maturity Amount Interest Rate Yield November 15, 1998 $135,000 4.50% 3.85% May 15, 2003 $165,000 4.65% 4.40% May 15, 1999 135,000 4.50 4.00 November 15,2003 170,000 4.65 4.40 November 15, 1999 140,000 4.50 4.00 May 15,2004 170,000 4.65 4.50 May 15,2000 145,000 4.50 4.10 November 15,2004 175,000 4.65 4.50 November 15,2000 145,000 4.50 4.10 May 15, 2005 180,000 4.65 4.55 May 15,2001 150,000 4.65 4.20 November 15, 2005 185,000 4.65 4.55 November 15,2001 155,000 4.65 4.20 May 15, 2006 190,000 4.65 4.60 May 15;2002 155,000 4.65 4.30 November 15,2006 195,000 4.65 4.60 November 15,2002 160,000 4.65 4.30 May 15,2007 200,000 4.75 4.65 November 15,2007 200,000 4.75 4.65 $2,330,000 5.20%Term Bond,Due November 15,2012,Price 99.471% $3,020,000 5.25%Term Bond,Due November 15,2017,Price 99.375% (Plus Accrued Interest from August 1, 1997) The Bonds are offered when,as and if issued by the City and received by the Urderwrii r,and are subject to the approval of validity by Kutak Rock,Bond Counsel and certain other conditions. Certain other legal matters will he passed upon for the City by the City Law Department and by Kutak Rock, as Special Disclosure Counsel. It is expected that the Bonds will be available for:delivery at DTC in New York, New York on or about August 13, 1997 against payment therefor. KIRKPATRICK PETT'IS Dated: July 29, 1997 ( V • F. CITY OF OMAHA, NEBRASKA HAL DAUB, MAYOR CITY COUNCIL Lormong Lo, President Frank Brown, Vice President Paul Koneck Subby Anzaldo Cliff Herd Lee Terry Marc Kraft MAYOR'S CABINET MEMBERS Louis A. D'Ercole Finance Director Herbert M. Fitle City Attorney Robert Peters Acting Planning Director George Davis Human Relations Director James N. Skinner Chief of Police Thomas J. Graeve Fire Chief Mark S. Conrey Chief of Communications James Cleary Parks, Recreation and Public Property Director Don W. Elliott Public Works Director Michele Frost Personnel Director Patrick McPherson Administrative Services Director AGENCY DIRECTORS Diane Thomas Director, Job Training of Greater Omaha Verda Bialac Acting Library Director Stanley P. Timm, Acting City Comptroller Mary Galligan Cornett, City Clerk UNDERWRITER Kirkpatrick Pettis BOND COUNSEL Kutak Rock )N4 No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations in connection with the Bonds or the matters described herein, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion contained herein are subject to change, without notice, and neither the delivery of this Official Statement, nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in the matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. The Underwriter may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed from time to time by the Underwriter. TABLE OF CONTENTS Page INTRODUCTION 1 THE BONDS 2 SECURITY FOR AND SOURCE OF PAYMENT OF THE BONDS 7 BONDHOLDERS' RISKS 9 ESTIMATED APPLICATION OF BOND PROCEEDS 11 THE REDEVELOPMENT PROJECT AREA 12 PLAN OF FINANCING; REDEVELOPMENT PROJECT 14 TAX REVENUES 15 THE ORDINANCE 16 UNDERWRITING 21 RATINGS 22 CONTINUING DISCLOSURE 22 TAX EXEMPTION 22 ABSENCE OF LITIGATION REGARDING THE BONDS 23 LEGAL MATTERS 23 MISCELLANEOUS 23 APPENDIX A—Redevelopment Project Financial Information APPENDIX B—City of Omaha—General Information APPENDIX C—Form of Continuing Disclosure Undertaking - IN CONNECTION WITH ITS REOFFERING OF THE BONDS, THE UNDERWRITER OF THE BONDS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN MARKET PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. OFFICIAL STATEMENT $8,500,000 CITY OF OMAHA, NEBRASKA TAX ALLOCATION AND SPECIAL TAX REVENUE REDEVELOPMENT BONDS SERIES 1997A INTRODUCTION This Official Statement, including the cover page, is furnished in connection with the offering of $8,500,000 Tax Allocation and Special Tax Revenue Redevelopment Bonds, Series 1997A (the "Bonds") of the City of Omaha, Nebraska (the "City"), and of the City acting in its capacity as an authority under the Community Development Law (as defined herein). The Bonds will be issued in strict compliance with the Constitution and laws of the State of Nebraska and particularly Article 21 of Chapter 18, Reissue Revised Statutes of 1943 of Nebraska, as amended (the "Community Development Law"), and Article 5 of Chapter 58, Reissue Revised Statutes of 1943 of Nebraska, as amended (the "Redevelopment Act," and, collectively with the Community Development Law, the "Act"), the Home Rule Charter of the City of Omaha, 1956, as amended(the "Charter"), and Ordinance No. 34261 (the "Ordinance"), passed by the City Council (the "Council") of the City on July 22, 1997. Certain provisions of the Ordinance are set forth later in this Official Statement. The proceeds of the Bonds will be used, together with other moneys available to the City, to finance a portion of the costs of certain street, utility and related public improvements (the "Redevelopment Project") relating to the redevelopment of the former Ak-Sar-Ben property in south central Omaha into a First Data Resources, Inc. ("FDR") corporate office facility and a University of Nebraska (the "University") information science, technology and engineering facility. This Official Statement contains brief descriptions or summaries of, among other matters, the Bonds, the City, the Redevelopment Project, the Redevelopment Plan (as defined herein), the Redevelopment Agreement (as defined herein) and the Ordinance. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Ordinance, the Redevelopment Agreement and the Redevelopment Plan are qualified in their entirety by reference to such documents, and references herein to the Bonds are qualified in their entirety by reference to the form thereof included in the Ordinance. Copies of such documents may be obtained from the City by writing to the attention of Finance Director and, during the initial offering period only, from the representatives of the Underwriter, Kirkpatrick Pettis, Smith, Polian Inc., Suite 200, 10250 Regency Circle, Omaha, Nebraska 68114. , THE BONDS Description The Bonds shall be issued in fully registered form and shall be in the denomination of $5,000 or integral multiples thereof. The Bonds shall be initially dated August 1, 1997 and shall bear interest from their date at the rates per annum set forth on the cover page hereof payable semiannually on February 15 and August 15 of each year, commencing February 15, 1998. The principal of the Bonds is payable upon presentation and surrender at the principal office of First National Bank of Omaha, as Paying Agent and Registrar (the "Paying Agent"), in Omaha, Nebraska. Payment of interest on the Bonds will be made to the registered owner thereof by check or draft mailed by the Paying Agent to such owner at the address that appears on the registration books kept by the Paying Agent on the record date, which is the fifteenth day of the month next preceding each interest payment date. All such payments will be made in lawful money of the United States of America. Book-Entry Only System The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Bonds. The Bonds will be initially issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully registered Bond certificate will be issued for each maturity of the Bonds and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the settlement among Participants (as defined hereinafter) of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant either directly or indirectly ("Indirect Participants"). (Direct Participants and Indirect Participants are referred to herein collectively as the "Participants.") The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. 2 S Purchases of the Bonds under the DTC system must be made in authorized denominations by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (a "Beneficial Owner") is in turn to be recorded on the Direct Participants' and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of beneficial ownership interest in the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. For every transfer and exchange of beneficial ownership interests in the Bonds, DTC and the Participants may charge the Beneficial Owner a sum sufficient to pay any tax, fee or other governmental charge that may be imposed in relation thereto. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book entry for the Bonds is discontinued. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE CITY AND THE PAYING AGENT WILL TREAT CEDE & CO. AS THE ONLY OWNER OF THE BONDS FOR ALL PURPOSES UNDER THE ORDINANCE, INCLUDING RECEIPT OF ALL PAYMENTS OF PRINCIPAL OF AND INTEREST ON THE BONDS, RECEIPT OF NOTICES AND VOTING. To facilitate subsequent transfers, the Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of the Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC will have no knowledge of the actual Beneficial Owners of the Bonds. DTC's records will reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to Cede & Co. If less than all of the Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant to be redeemed. - Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the City, as issuer of the Bonds, as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). t 3 Principal and interest payments on the Bonds will be made by the Paying Agent to DTC. DTC's practice is to credit Direct Participants' accounts on payment dates in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on a payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent, the City or any other party under the Ordinance, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to DTC is the responsibility of the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City and the Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be delivered as described in the Ordinance. Upon (i) the written direction of the City or (ii) the written consent of 100% of the Bondholders, the Paying Agent shall withdraw the Bonds from DTC and authenticate and deliver Bond certificates fully registered to the assignees of DTC or its nominee. If the request for such withdrawal is not the result of any City action or inaction, such withdrawal, authorization and delivery shall be at the cost and expense of the persons requesting such withdrawal, authentication and delivery. The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC. The City does not take any responsibility for its accuracy. THE CITY AND THE PAYING AGENT CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (i) PAYMENTS OF PRINCIPAL OF AND INTEREST ON THE BONDS, (ii) CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS OR (iii) REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO., ITS NOMINEE, AS THE REGISTERED OWNERS OF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT "RULES" APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE CURRENT "PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DIRECT PARTICIPANTS ARE ON FILE WITH DTC. NEITHER THE CITY NOR THE PAYING AGENT HAS ANY RESPONSIBILITY OR OBLIGATIONS TO THE DIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH 4 RESPECT TO(A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT; (B) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNERS IN RESPECT OF THE PRINCIPAL AND INTEREST ON THE BONDS; (C) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; (D) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (E) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, CEDE & CO., AS BONDHOLDER. Transfer and Exchange The Bonds are transferable by the registered owners thereof in person or by their duly authorized agent at the principal corporate office of the Paying Agent, but only in the manner, subject to the limitations, and upon payment of the charges provided, in the Ordinance, and upon surrender and cancellation thereof. Upon such transfer, a new registered bond or bonds of the same maturity and interest rate and of a like aggregate principal amount will be authenticated and delivered to the transferee in exchange for the surrendered bonds. The Paying Agent is not required to transfer or exchange any Bonds during the 15 days next preceding any interest payment date or, in the case of any proposed redemption of Bonds, during the 45 days next preceding the date fixed for redemption of such Bonds. Redemption Prior to Maturity Optional Redemption. The Bonds maturing on or prior to November 15, 2007 shall not be subject to redemption prior to their stated maturities. The Bonds maturing on and after May 15, 2008 shall be subject to redemption prior to their stated maturities at the option of the City, on or after November 15, 2007, in whole at any time or in part from time to time, in the inverse order of the maturities of each Series, on any interest payment date by lot within each maturity from any source of funds. The Bonds so called for redemption shall be redeemed at the redemption prices (expressed as percentages of principal amount) set forth below, plus in each case accrued interest to the date fixed for redemption: Period During Which Redeemed Redemption • (Both Dates Inclusive) Prices November 15, 2007 to November 14, 2008 102% _November 15, 2008 to November 14, 2009 101 November 15, 2009 and thereafter 100 Special Optional Redemption. The Bonds maturing on or after May 15, 2008 shall be subject to redemption at the option of the City on or after November 15, 2007, as a whole at any time, or in part from time to time on any interest payment date, but only upon payment from moneys on credit to the Surplus Fund at the redemption price of the principal amount 5 thereof, without premium, together with payment of interest accrued thereon to the date fixed for redemption. If less than all the Bonds outstanding are to be redeemed at any one time, the Bonds to be redeemed will be redeemed in inverse order of maturities of the Bonds and by lot within a maturity. Mandatory Sinking Fund Redemption. The Bonds maturing on November 15, 2012 shall be subject to mandatory redemption at a redemption price equal to the principal amount thereof, without premium, in the following principal amounts on the following mandatory. redemption dates: Date Principal Amount May 15, 2008 $205,000 November 15, 2008 210,000 May 15, 2009 220,000 November 15, 2009 225,000 May 15, 2010 230,000 November 15, 2010 235,000 May 15, 2011 240,000 November 15, 2011 250,000 May 15, 2012 255,000 The remaining $260,000 principal amount of Bonds maturing on November 15, 2012 shall be paid at maturity on November 15, 2012. The Bonds maturing on November 15, 2017 shall be subject to mandatory redemption at a redemption price equal to the principal amount thereof, without premium, in the following principal amounts on the following mandatory redemption dates: Date Principal Amount May 15, 2013 $270,000 November 15, 2013 275,000 May 15, 2014 280,000 November 15, 2014 290,000 May 15, 2015 295,000 November 15, 2015 305,000 May 15, 2016 315,000 November 15, 2016 320,000 - May 15, 2017 330,000 The remaining $340,000 principal amount of Bonds maturing on November 15, 2017 shall be paid at maturity on November 15, 2017. 6 On or before the thirtieth day prior to each May 15 and November 15 listed above as a mandatory redemption date, the City shall proceed to select for redemption (by lot or other random selection method in such manner as the City may determine), from all outstanding Bonds subject to such mandatory redemption, a principal amount of such Bonds, equal to the aggregate principal amount of such Bonds redeemable, and shall call such Bonds or portions thereof ($5,000 or any integral multiple thereof) for redemption on each such May 15 and November 15 and give notice of such call. Notice and Effect of Redemption. In the case of redemption of Bonds prior to maturity, the City is required to mail a copy of the redemption notice to the registered owners of the Bonds to be redeemed, in each case not less than 30 days prior to the date of redemption. Interest shall cease to accrue on the Bonds from and after the date specified for their redemption, if the aforesaid notice has been given and payment thereof duly made or provided for. SECURITY FOR AND SOURCE OF PAYMENT OF THE BONDS The Bonds will constitute a valid and legally binding special limited obligation of the City and of the City in its capacity as an authority under the Community Development Law. The Bonds will be payable as to principal and interest solely from the Tax Revenues and certain other moneys on deposit in the funds and accounts created under the Ordinance. The Tax Revenues are (i) the portion of taxes levied by public bodies for a period not exceeding 15 years after the year in which the related redevelopment plan is adopted upon taxable real and personal property in the Redevelopment Project Area (as defined under the caption "THE REDEVELOPMENT PROJECT AREA—Location and Surrounding Area") which is allocated to and collected by the City pursuant to the Act (the "Tax Allocation Revenues") and (ii) the proceeds of a special tax levied by the City pursuant to the Community Development Law for community redevelopment purposes in an amount not to exceed 2.6 cents on each $100 of the actual value of all the taxable properties in the City, except intangible property (the "Special Tax Revenues"). The Bonds will be secured solely by a pledge of Tax Revenues. The pledge of the Special Tax Revenues is subordinate to the City's pledge of such revenues to its Riverfront Redevelopment Project No. 1 Special Tax Revenue Bonds, Series 1988 (the "Series 1988 Bonds"), of which $3,520,000 aggregate principal amount remains outstanding. The City may issue bonds in the future secured by Special Tax Revenues on a parity with the Bonds, provided that the Special Tax Revenues available for debt service for the fiscal year immediately preceding the date of issuance of such bonds or other obligations is at least 125% of the maximum annual debt service with respect to the Bonds, such bonds or other obligations and all other parity indebtedness to be outstanding immediately after the date of issuance of such bonds. The Bonds are not a general obligation of the City. The Bonds will not be a debt of the City, and the City will not be liable on the Bonds except to the extent of the pledge of the Tax Revenues, nor in any event will the Bonds be payable out of any funds or properties of the City other than the Bond Fund (described below) into which fund the Tax Revenues are deposited as collected and received by the City. The Bonds will not constitute an indebtedness of the City N7 7 • within the meaning of any constitutional or statutory debt limitations or restrictions. See the caption "TAX REVENUES" for a more detailed description of the Tax Revenues. See also the caption "BONDHOLDERS' RISKS" for a description of certain risks relating to the security for the Bonds. Flow of Tax Revenues The Ordinance created and established the following funds and accounts with respect to the Bonds: the Acquisition Fund, the Bond Fund, and therein a Bond Interest Account and a Bond Principal Account, and the Surplus Fund. See "TAX REVENUES—Sources of Tax Revenues" herein. When collected, the Tax Revenues, plus any other moneys available to pay principal of and interest on the Bonds ("Debt Service"), will be deposited to the credit of the Bond Fund. "Bond Year" means the period from and including August 1 in one year to and including July 31 in the next succeeding year, provided that the first Bond Year means the period from and including the date the Bonds are issued to and including the next succeeding July 31. Bond Fund. The Tax Revenues accumulated in the Bond Fund will be used in the following order of priority: FIRST, for deposit into the Bond Interest Account, an amount necessary so that the balance in such account on or before the date of the payment of interest on the Bonds is equal to the amount due on such interest payment date; and SECOND, for deposit into the Bond Principal Account, an amount necessary so that the balance in such account is equal to the next principal payment on or before the date of payment of such principal of the Bonds. After the credits set forth above have been made, and the amount on deposit in the Bond Fund exceeds the aggregate amount necessary to pay principal, interest and premium, if any, due during the current and the next succeeding Bond Year, credits in the amount of such excess shall be deposited into the Surplus Fund. Surplus Fund Moneys on deposit in the Surplus Fund are not pledged for the payment of Debt Service on the Bonds. Amounts credited to the Surplus Fund may be used by the City for any legally permissible costs or expenses of the City relating to the Redevelopment Project Area not financed from the proceeds of the Bonds. However, if the Tax Revenues are insufficient to make the deposits required under "Flow of Tax Revenues" above, to the extent that moneys then are on deposit in the Surplus Fund, the City shall transfer such moneys from the Surplus 8 4 , 1 • Fund to the credit of the Bond Fund to the extent of such deficiencies in the respective Bond Funds. BONDHOLDERS' RISKS The following is a summary statement of certain risks to owners of the Bonds relating to timely Debt Service payment and the market value of the Bonds. This summary statement is intended to highlight certain risks and is not a complete statement of all such risks. Reference is made to the other portions of this Official Statement and in particular to "SECURITY FOR AND SOURCE OF PAYMENT OF THE BONDS" and "TAX REVENUES" herein for further details of the risks to owners of the Bonds. No Diversification of Ownership The City expects to pay Debt Service on the Bonds from Tax Allocation Revenues generated from the Redevelopment Project Area and, if and to the extent such Tax Allocation Revenues are insufficient for such purpose, from Special Tax Revenues. The City may receive Tax Allocation Revenues only from collections of ad valorem taxes levied for each year through and including fiscal year 2011/2012; Special Tax Revenues will be the sole source of Debt Service payment thereafter. First Data Resources, Inc., a Delaware corporation ("FDR"), as owner of the FDR Property (as hereinafter defined), will be the only property taxpayer located in the Redevelopment Project Area (the University, as a state university, is exempt from ad valorem taxation); the Tax Allocation Revenues will derive solely from property tax payments made by FDR. See "APPENDIX A—Redevelopment Project Financial Information." A number of events could arise which would have an adverse impact upon the Tax Allocation Revenues expected to be collected to pay Debt Service on the Bonds, including, but not limited to: • Destruction of all or.a portion of the FDR Property • Insolvency or delinquency of the owner of the FDR Property • Reduction of the levy on real property because of revaluation or substitution of other tax sources or changes in applicable State law. • FDR has entered into certain covenants and agreements under the Redevelopment Agreement designed to minimize the risk of a Tax Allocation Revenues shortfall. See "TAX REVENUES—Procedures in Real Property Valuation and Tax Collections" herein. Insufficiency of Tax Revenues The Ordinance requires the City, acting in its capacity as an authority under the Community Development Law, to certify to the City Council for the community redevelopment 7 9 levy with respect to the Redevelopment Project an amount equal to the Debt Service on the Bonds for the related fiscal year minus the Tax Allocation Revenues projected to be collected for such fiscal year. The Special Tax Revenues will be the sole source of Debt Service payments from the issuance date of the Bonds until the first Tax Allocation Revenues become available, anticipated to be during calendar year 1999. Upon the City's receipt in 2012 of the final Tax Allocation Revenues levied in 2011, the Special Tax Revenues will again be the sole source of Debt Service payments. The amount of the community redevelopment levy is subject to a 2.6 cent/$100 of taxable valuation statutory limitation. (A portion of such levy in the amount of approximately 0.34 cent/$100 of taxable valuation already is pledged on a senior basis to the payment of the Series 1988 Bonds, the final scheduled maturity of which is December 1, 2008.) In the event there are not sufficient Tax Revenues to pay all Debt Service on the Bonds in a timely manner, then the City will use moneys, if available, in the Surplus Fund to pay Debt Service on the Bonds. The Surplus Fund is not a debt service reserve fund and will be funded only if and to the extent of surplus Tax Allocation Revenues. As described under "SECURITY FOR AND SOURCE OF PAYMENT OF THE BONDS—Surplus Fund," moneys in the Surplus Fund are not pledged for the payment of Debt Service on the Bonds, but may be used by the City for certain other purposes. Thus, there can be no assurance that money, if any, deposited to the Surplus Fund will be available or sufficient to pay Debt Service on the Bonds. Except for the Tax Revenues, the holders of the Bonds are not entitled to payment from any tax receipts or other moneys of the City. However, the City is not prohibited from contributing other legally available moneys to pay Debt Service on the Bonds. Revision of State Property Tax System The State of Nebraska's system of assessing and taxing personal property for purposes of local ad valorem taxation for support of local political subdivisions, including the City, has been the subject in recent years of constitutional amendment, legislation and litigation the result of which has been to substantially resolve certain challenges to the validity of the tax system. However, the State of Nebraska's system of assessing and taxing real and personal property has continued to be the object of considerable controversy, legal challenges and legislative action. The Second Session of the 94th Nebraska Legislature 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 local government spending and property tax levies, respectively. LB 299 prohibits governmental units (a) from adopting a fiscal year 1997 budget in excess of the fiscal gear 1996 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. However, such budgetary limitations do not apply to, among other things, revenue pledged to retire bonded indebtedness and capital improvements financed by the proceeds of a bond issue, appropriations from a sinking fund "or any other means." Provision also is made for a governmental unit to exceed the budget limit for a given fiscal year by up to /.\ 10 ''J� an additional 1% upon the affirmative vote of at least 75% of the governing body or to carry forward to future budget years the amount, if any, of unused budget authority. Effective July 1, 1998, LB 1114 caps the property tax levies of local governments. For instance, levies of (i) incorporated cities and villages, such as the City, will be limited to a maximum of 45C/$100 of taxable valuation (plus an additional 5C/$100 to pay the municipality's share of revenue required under interlocal agreements), (ii) counties will be limited to a maximum of 50C/$100 of taxable valuation and (iii) school districts will be limited to a maximum of$1.10 ($1.00 after 1998)/$100 of taxable valuation. The levy limit does not apply to levies for preexisting lease-purchase contracts approved prior to July 1, 1998, to bonded indebtedness approved according to law and secured by a levy on property and to pay judgments. The levy giving rise to Tax Allocation Revenues will be the same as the levy applicable to any similarly situated property located within the Omaha Public School District in the City of Omaha. 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 City does not expect FDR's improvements within the Redevelopment Project Area to be fully assessed and on the tax rolls until January 1, 1999. The projected 1999 levy, giving effect to LB 1114, is $2.25/$100 of taxable valuation, which (after subtracting the one percent collection fee of the Douglas County Treasurer) would yield $668,250 of incremental tax revenues available for debt service in 2000, assuming $30,000,000 of incremental valuation within the Redevelopment Project Area. (See Tables 1 and 2 in Appendix A to this Official Statement.) There can be no assurance that Nebraska's system of assessing and taxing real and personal property will remain substantially unchanged, given the possibility of further legislation and litigation. Such changes could materially and adversely affect the amount of property tax revenues the City and other local governments could collect in future years. The City does not believe, however, that the Nebraska Legislature would leave the City without adequate taxing resources to pay for its programs and meet its financial obligations, including the repayment of its bonds, lease-purchase obligations and other obligations, but not necessarily including tax allocation bonds, such as the Bonds. The opinion of Bond Counsel will be rendered based on the law existing as of the date of issuance of the Bonds and in reliance upon general legal presumptions in favor of the constitutionality of statutes and upon the holdings of existing case law. ESTIMATED APPLICATION OF BOND PROCEEDS The proceeds of the Bonds, exclusive of accrued interest, are anticipated to be used as follows: Sources of Moneys: Bond Proceeds $8,500,000.00 Total Bond Proceeds $8,500,000.00 11 __. Use of Moneys: Acquisition Fund $8,385,017.75 Costs of Issuance 34,934.50 Underwriters' Discount 80,047.75 Total $8,500,000.00 THE REDEVELOPMENT PROJECT AREA Location and Surrounding Area The "Redevelopment Project Area" consists of the (i) 26.45-acre site located in the northwest portion of the former Ak-Sar-Ben property (the "Redevelopment Area") relating to FDR's hereinafter described Phase One project and (ii) the so-called West Property, owned by . FDR, located immediately west of 72nd Street across from the Redevelopment Area. The Redevelopment Area is located in a south central portion of Omaha. Adjacent to the Redevelopment Area is a regional transportation corridor, as well as major and minor arterials which serve important commercial and industrial districts adjoining the Redevelopment Area. Residential land uses of varying ages and types are located near the Redevelopment Area. Single-family homes are found west of 60th Street between Arbor and Oak Streets, south of Grover between 66th and 67th Streets, and on Pinehurst Street east of 70th Avenue near the southwest corner of the Redevelopment Area. Multi-family developments are located south of Grover between 67th and 70th Avenue, a large area in the 70th and Spring Streets vicinity, and a single complex west of 60th Street at Spring Street. Two mobile home parks are located at 63rd and Center Streets and at 63rd and Grover Streets. General office and commercial uses are located principally along 72nd Street. Industrial uses are found near the Redevelopment Area with heavy concentrations along 60th Street, Mercy Road, and portions of Grover Street. The College of St. Mary, located east of 72nd Street, north of Mercy Road, is a major civic land use abutting the Redevelopment Area. Nearby recreational uses include those along the Little Papio Creek and Elmwood Park. The Keystone Trail extends the length of the Little Papio through the Redevelopment Area. The major and minor arterials providing primary access for the Redevelopment Area are 72nd Street, Pacific Street, Center Street, Mercy Road and 60th Street. Interstate 80 on the south provides regional access at the 60th and 72nd Street interchanges. The platted sites within the general area are generally served by adequate sewers and utilities in most locations. Gas and water service is provided throughout the general area. Redevelopment Plan The Ak-Sar-Ben Business and Education Campus Redevelopment Plan Area encompasses the Ak-Sar-Ben property of approximately 384 acres and abutting rights-of-way. The private investment by FDR will exceed $50 million and create at least 500 meaningful employment 1 12 0 opportunities connected with the project. The Redevelopment Plan consists of four distinct project plans which are "FDR/Phase One," "FDR/Future Phase," "the University" and "Ak-Sar-Ben Future Trust." Douglas County and Douglas County Recreation Corp. ("RecCo"), a Nebraska non-profit corporation created by Douglas County, were owners of the Redevelopment Area and the improvements thereon. In addition, there is an abandoned railroad right-of-way extending through the site with possible reversionary interests. The abutting street rights-of-way and the Little Papillion Creek are in public ownership. Douglas County and RecCo have transferred their property interests in the Redevelopment Area to the City of Omaha. With regard to the abandoned railroad, Douglas County will first acquire, or the City will subsequently acquire, such interests through the use of eminent domain, if necessary. The City has transferred fee title of approximately 140 acres of the Redevelopment Area to FDR (the "FDR Property") upon payment of a purchase price by FDR to Douglas County. FDR then donated approximately 60 acres to the University for use in connection with the Omaha Institute of Information Science, Technology and Engineering, and has retained the balance of the property for its development. The remainder of the Redevelopment Area, not included in the FDR Property and public rights-of-way or easements, was transferred by the City to a Nebraska non-profit corporation (the "Future Trust"). The Redevelopment Agreement provides for redevelopment covenants requiring the level of investment and the limitation of the land uses to those contained in the Redevelopment Plan. It is the intent of the Redevelopment Plan that all development should be integrated as far as reasonably possible with joint use common areas and a public pedestrian system throughout the Redevelopment Area. Redevelopment Project FDR Phase One. The FDR Phase One consists of the initial private development by FDR and the construction of the public improvements serving the entire Redevelopment Area. The FDR Phase One ("Phase One") consists of a proposed FDR office development to be situated on the northwest portion of the Redevelopment Area on 26.45 acres of the property retained by FDR. Phase One will consist of new construction of approximately 300,000 square feet of gross floor area. Necessary parking lots, drives and walkways will be constructed. Common areas associated with the University Project Plan will also be constructed. The initial construction will create a real estate tax assessed value on the improvements of at least $30 million which assessment shall not be protested by FDR (the "excess ad valorem taxes"). It is estimated that Phase One will be completed by the end of 1998. 13 FDR Future Phase. The areas of the FDR Property not developed initially by FDR or the University may be used for future expansion by FDR. It is anticipated that at least 500,000 additional square feet of gross floor area and 1,500 employees can be accommodated. Additional property tax revenue generated could be available to retire or refund the Bonds upon subsequent approval of an amendment to the Redevelopment Plan. The University. The University will spend approximately $37.5 million to fund the cost of facilities for its new College of Information Sciences and Technology. The University plans construction of a building of more than 180,000 square feet to house the Omaha Institute- of Information Science, Technology and Engineering developed concurrently with FDR's Phase One. Other areas of the University site will be used for recreation fields and future University projects. This project will provide a new building for both colleges that will include general purpose classrooms, laboratories, research labs, high-tech and distance learning classrooms, computer user rooms and offices. There are agreements between the University and FDR to provide for joint educational and business opportunities. The new Information Sciences and Technology facilities and other University developments will be located on the donated land in the northeast portion of the Redevelopment Area. Ak-Sar-Ben Future Trust. The development of the Future Trust project plan to be undertaken by the Future Trust has not been identified. The property conveyed to the Future Trust consists of 98.49 acres on the south portion of the replatted Redevelopment Area and 58 acres south of the contiguous site referred to in the Redevelopment Agreement as the Arboretum Property. PLAN OF FINANCING; REDEVELOPMENT PROJECT At present, FDR anticipates paying for the construction of Phase One through internally generated funds. It is possible that other private funding sources will be utilized. These sources are readily available to FDR. FDR's Phase One will include the real property improvements and the non-exempt personal property situated in the Redevelopment Project Area. The Bonds will be utilized to fund a portion of public improvement cost. In addition, certain portions of the Keystone Trail system will be funded by the Papio Natural Resources District and Douglas County. Electrical power may also be funded in part privately and by the Omaha Public Power District. - The FDR Property, comprising both the FDR and the University sites, was purchased by FDR for $10 million. In addition, FDR has budgeted at least $30 million for initial actual Phase One building construction, with additional amounts to be spent for furnishing and equipping the building. FDR believes that this amount will be adequate to fund the construction of its initial office buildings and ancillary facilities. Public improvement costs of the City are 14 estimated to be between $8 million and $8.5 million, and are planned to be paid from the proceeds of the Bonds. TAX REVENUES Sources of Tax Revenues The Act provides that a portion of ad valorem taxes levied by public bodies upon real and personal property in a redevelopment project may be allocated to payment of the principal of, the interest on and premium, if any, on indebtedness incurred in the financing of such redevelopment project. The portion of the ad valorem taxes to be so allocated is defined as that amount which is produced by the levy at the rate fixed each year on the valuation in excess of redevelopment project valuation at the time the redevelopment plan is approved. Such amount is defined herein as the "Tax Allocation Revenues." The Community Development Law permits the City to levy for community redevelopment purposes a tax not to exceed 2.6 cents on each $100 upon the actual value of all taxable property in the City, except intangible property. The City has outstanding the Series 1988 Bonds payable solely from 0.34 cents of such permissible levy, and has discussed the possibility of using a portion of the remainder of such permissible levy for certain redevelopment projects now or soon to be underway in the City. Except for Tax Revenues, the holders of the Bonds are not entitled to payment from any tax receipts or other moneys of the City. However, the City is not prohibited from contributing other legally available moneys to pay Debt Service on the Bonds. Procedures in Real Property Valuation and Tax Collections Ad valorem taxes on real property are levied by the City and other public bodies within Douglas County and collected by the Douglas County Treasurer on behalf of all such public bodies. Property valuations are established by the Douglas County Assessor on all taxable real property within Douglas County on January 1 of each year. Real property taxes are levied in September of each year and become due December 31. Tax Revenues, based upon such valuations and levies, become available on April 1 and August 1 of each year following the year in which tax levies are made. The base valuation in the Redevelopment Project Area effective on February 25, 1997, the date upon which the City approved the Redevelopment Plan, was $4,332,000. Tax Allocation Revenues available from ad valorem taxes in the Redevelopment Project Area result directly from increases in real and personal property valuations over such base Redevelopment Project Area valuation. See the caption "THE REDEVELOPMENT PROJECT AREA—Redevelopment Plan" herein for a description of the Redevelopment Project Area and Table 1 in Appendix A to this Official Statement for projected Tax Revenues. 15 • The only development in the Redevelopment Project Area is Phase One to be constructed and owned by FDR. FDR has agreed with the City, so long as the Bonds are outstanding and subject to certain conditions, (a) to pay all real estate taxes before delinquent, (b) not to convey to any entity so as to make Phase One, or any portion thereof, exempt from ad valorem real estate taxes, (c) not to lease Phase One, or any portion thereof, to any entity which would cause the improvements to be taxed separately and diminish the ad valorem real estate tax valuation, (d) to maintain insurance for the full value of the Phase One structures while the Bonds are outstanding, and to either cause an equivalent value of improvements to be reconstructed or escrow funds sufficient to pay Debt Service on the outstanding Bonds in the event of a casualty and (e) not to protest the assessed value of real estate improvements in the amount of $30,000,000. In the event of substantial or total destruction of Phase One during the period the Bonds are outstanding, the valuation of those facilities may be substantially reduced. Such an event would have a material adverse effect on receipt of Tax Allocation Revenues which are expected to be derived from the Redevelopment Project Area. (See "BONDHOLDERS' RISKS" herein.) Table 1 of Appendix A to this Official Statement sets forth projected Tax Allocation Revenues available from ad valorem real property taxes levied in the Redevelopment Project Area. The related tax levies are made on November 1 of each year. Tax Allocation Revenues, based upon such valuations and levies, become available to meet debt service requirements on April 1 and August 1 of each year following the year in which tax levies are made. Principal and interest payments due on May 15 and on November 15 of each year are expected to be paid from Tax Revenues received on or before the April 1 and August 1, respectively, of the same year. All such moneys will be held in the Bond Fund created under the Ordinance authorizing the issuance and sale of the Bonds. THE ORDINANCE The following is a summary of certain provisions of the Ordinance. This summary does not purport to be complete and is subject in all respects to the provisions of and is qualified in its entirety by reference to the Ordinance. Acquisition Fund The proceeds from the sale of Bonds shall be placed in the Acquisition Fund after depositing any accrued interest on the Bonds into the Bond Fund. The moneys transferred to and placed in the Acquisition Fund will be applied to the payment of a portion of the cost of the Redevelopment Project. If any sum remains in the Acquisition Fund after the full accomplishment of the objects and purposes for which the Bonds were issued, the sum remaining in the Acquisition Fund will be transferred to the Bond Fund and applied as are other moneys in such Fund. A 16 Investment of Moneys Money in the Acquisition Fund and in the Bond Interest Account and the Bond Principal Account in the Bond Fund shall, to the fullest extent practicable and reasonable, be invested and reinvested by the City to the extent allowed by law solely in, and obligations deposited in such funds and accounts shall be, Investment Securities which shall mature or be subject to redemption at the option of the holder thereof on or before the respective dates when the moneys in such funds and accounts will be required for the purposes intended. Moneys in the Surplus Fund not required for immediate disbursement for the purposes for which said accounts and funds are created shall, to the fullest extent practicable and reasonable, be invested and reinvested by the City, to the extent allowed by law solely in, and obligations deposited in the Surplus Fund shall be, Investment Securities which shall mature or be subject to redemption at the option of the holder not later than 10 years from the date of such investment. Investment Securities purchased as an investment of moneys in any of the funds of accounts shall be deemed at all times to be a part of such fund or account, and the interest accruing thereon and any gain realized from such investment shall be credited to such fund or account, and any loss resulting from any such authorized investment shall be charged to such fund or account without liability to the City or the officials thereof; provided, however, that any investment earnings on moneys or Investment Securities held in any of the accounts in the Bond Fund shall be used in the following order of priority (subject only to any rebate requirements): (i) to make up any deficiency in another account in the Bond Fund; or (ii) to the extent the required amounts are in each of the accounts in the Bond Funds, to the Surplus Fund. The City shall sell at the best price obtainable or present for redemption any obligation so purchased whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from a fund or account as required by the Ordinance. "Investment Securities" means any of the following which at the time are legal investments under the laws of the State of Nebraska and the Charter of the City, for the moneys held under the Ordinance then proposed to be invested therein: (i) direct and general obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed or assumed by, the United States of America; (ii) obligations of the Federal Land Bank, Federal Home Loan Banks, Federal National Mortgage Association, Federal Intermediate Credit Banks, Federal Banks for Cooperatives; Government National Mortgage Association, rnternational Bank for Reconstruction and Development and Asian Development Bank and direct and general obligations of any agencies of the United States of America not included in the foregoing listing; (iii) direct and general full faith and credit obligations of the State of Nebraska or any political unit in the State of Nebraska, provided that, at the time of purchase, such obligations are rated in either of the two highest rating categories (without regard to gradation or numerical modifier) by two nationally recognized bond rating agencies and are legal 17 investments for fiduciaries in Nebraska; (iv) obligations of savings and loan associations, banks or trust companies to the extent the same are insured by the Federal Deposit Insurance Corporation; and (v) shares of open-end diversified investment companies which invest solely in securities described in clause (i) above; and (vi) certificates of deposit of, or guaranteed investment contracts with, any bank, trust company or savings and loan association, if such certificates of deposit or guaranteed investment contracts are collaterally secured by securities of the type described in clauses (i), (ii) and (iii) above held by another bank (including a Federal Reserve Bank), trust company or savings and loan association, as escrow agent or custodian of a market value not less than the amount of the certificates of deposit so secured, including interest. Certain Covenants of the City Arbitrage and Tax Covenants. The City covenants in the Ordinance that it shall not use or permit the use of any proceeds of Bonds or any other funds of the City from whatever source derived, directly or indirectly, to acquire any securities or obligations and shall not take or permit to be taken any other action or actions which would cause any Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code or which would otherwise cause interest become subject to federal income tax , other than anyapplicable alternative on the Bonds to PP minimum tax. The City covenants in the Ordinance that it shall at all times do and perform all acts and things permitted by law and which are necessary or desirable in order to assure that interest paid by the City on the Bonds shall, for the purpose of federal income tax, be exempt from all income taxation, other than any applicable alternative minimum tax, under the Code or any other valid provision of law. Certification of Levy for Special Tax Revenues. The City, acting in its capacity as an authority under the Community Development Law, covenants in the Ordinance to certify in July of each year to the City Council the amount of tax to be levied in the current fiscal year for collection in the next succeeding fiscal year for community redevelopment purposes, including the amount required to defray the expense of the City, as an authority, in respect of the principal of and interest on the Bonds due and payable during such fiscal year, which amount of tax shall not exceed 2.6 cents (minus the amounts of such tax pledged to the Series 1988 Bonds) on each $100 upon the actual value of all taxable property in the City, except intangible property. The maximum amounts annually to be so certified in respect of the scheduled payments of principal of and interest on the Bonds shall be set forth in a resolution of the City Council to be adopted at the time of the sale of the Bonds. The actual amount certified for a particular fiscal year shall be the maximum amount specified by such resolution for such fiscal year minus an amount equal to the Tax Allocation Revenues levied in the next preceding fiscal year and projected to be collected during the current fiscal year. The City may certify a lesser amount than the amount specified by such resolution for any particular fiscal year, but only if and to the extent (a) the City then has available on deposit in the Bond Fund from Tax Allocation Revenues or otherwise an amount equal to the amount of the proposed reduction or (b) the amount of the proposed reduction equals the debt service requirement for such fiscal year of Bonds which no longer are outstanding. 18 vij • Other Covenants. The City also makes the following covenants under the Ordinance: (a) The City will diligently carry out and continue to complete the Redevelopment Project in accordance with the Redevelopment Plan and the Redevelopment Law and in a sound and economic manner. (b) The City will use the proceeds of the sale of Bonds as provided in the Ordinance and will cause all properties owned by it and comprising a part of the Redevelopment Project to be managed and operated in a sound and businesslike manner. (c) The City will not issue any obligations having a lien on the Tax Revenues superior to-the lien of the Bonds on such Tax Revenues. (d) The City will duly and punctually pay or cause to be paid the principal of and interest on the Bonds on the dates, at the places and in the manner provided in the Bonds. (e) The City will keep or cause to be kept proper books'of account completely and accurately depicting all transactions relating to the Redevelopment Project, Tax Revenues and funds relating to the Redevelopment Project. The City will further cause such books of account to be audited within 120 days after the close of each of its fiscal years by an independent certified public accountant. (f) The City will deposit into the Bond Funds the net proceeds realized by it from the taking of properties within the Redevelopment Project Area by eminent domain proceedings or other lawful proceedings for any use under which the properties are tax exempt and will apply such net proceeds for the purpose of paying the principal of and interest on the Bonds. (g) The City will not dispose of more than 10% of the land area in the Redevelopment Project Area to anyone whose property is tax exempt, without first obtaining a certificate of the Finance Director of the City to the effect that the Tax Revenues derived from the remaining land area in the Redevelopment Project Area will be sufficient to enable the City to comply with all covenants of the Ordinance. (h) The City will, to the extent permitted by law, defend, preserve and protect the pledge of and security interest granted with respect to the Tax Revenues and other moneys, securities and funds pledged under the Ordinance and all the rights of the holders of the Bonds under the Ordinance against all claims and demands of all persons. (i) The City will not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of interest thereon or claims for interest by the purchase or funding of such Bonds, interest or claims of interest or by any other arrangement. The City may issue refunding bonds as provided in the • 19 Ordinance, and such issuance will not be deemed to constitute an extension of maturity of Bonds. Defeasance The City's obligation as to any Bond shall be discharged when there has been deposited with the Paying Agent or an appropriate fiduciary institution acting as escrow agent, in trust solely for such purpose, cash or United States government direct or guaranteed obligations maturing in such amount and at such times as will provide funds sufficient to retire such Bond at maturity or earlier permitted redemption date and pay interest and premium, if any, thereon to such retirement date. Enforcement of Ordinance So long as any of the Bonds are outstanding, each of the obligations, duties, limitations and restraints imposed upon the City by the Ordinance shall be deemed to be a covenant between the City and every holder of the Bonds, and the Ordinance and every provision and covenant hereof, the Act and the, Charter shall constitute a contract of the City with every holder from time to time of the Bonds. Any holder of a Bond or Bonds may, by mandamus or other appropriate suit, action or proceeding at law or in equity in any court of competent jurisdiction, enforce and compel performance of the Ordinance and every provision and covenant hereof, including, without limiting the generality of the foregoing, the enforcement of the performance of all duties required of the City by the Ordinance, by the Charter and by the Act and any other applicable laws of the State of Nebraska. Amendment to the Ordinance The City shall not amend the Ordinance, except in accordance with the following provisions: (a) The City may from time to time and without the consent of any holder of the Bonds (i) make any amendments or modifications to the Ordinance which may be required to permit the Ordinance to be qualified under the Trust Indenture Act of 1939, as amended; (ii) make any modification or amendment of the Ordinance not inconsistent with the Ordinance required for the correction of language or to cure any ambiguity or defective provision, omission, mistake or manifest error therein contained; (iii) make any amendments or supplements to the Ordinance to grant to or confer upon the holders additional rights, remedies, power and authority, or to grant to or confer upon any - Bondholders' committee or trustee for the Bondholders any additional rights, remedies, power or authority; (iv) provide for the use of a book-entry system of registration; and (v) provide for the issuance of coupon bonds. (b) From time to time the holders of 662/3% in principal amount of the Bonds of a series then outstanding, by an instrument or instruments in writing signed by such 20 holders and filed with the City, shall have power to assent to and authorize any modification or amendment that shall be proposed by the City of the provisions of the Ordinance or of the rights and obligations of the City and of the holders of such Bonds, and any action authorized in the Ordinance to be taken with the assent and authority given as aforesaid of the holders of 662/3% in principal amount of such Bonds at the time outstanding shall be binding upon the holders of all of such Bonds outstanding and upon the City as fully as though such action were specifically and expressly authorized by the terms of the Ordinance, provided always, that, without the consent of the holder of each Bond affected thereby, no such modification shall be made which will (i) extend the time of payment of the principal of or the interest on any Bond or reduce the principal amount thereof or the rate of interest thereon or the premium payable upon the redemption thereof, or-(ii) give to any of said Bonds any preference over any other Bonds or Bonds secured equally and ratably therewith, or (iii) authorize the creation of any pledge prior to or on a parity with the pledge afforded by the Ordinance, or (iv) deprive any holder of such Bonds of the security afforded by the pledge of the Ordinance, or (v) reduce the percentage in principal amount of such Bonds required to assent to or authorize any such modification to the Ordinance. For the purpose of computations required by this paragraph, Bonds directly or indirectly owned or controlled by the City shall be disregarded. Any modification or amendment or supplementing of the provisions of the Ordinance or of any ordinance supplemental thereto shall be set forth in an ordinance to be enacted by the City. UNDERWRITING Under the Bond Purchase Agreement with respect to the Bonds (the "Agreement"), entered into by and between the City and Kirkpatrick, Pettis, Smith, Polian Inc. (the "Underwriter"), the Bonds are being purchased at 99.056% of the principal amount of such series for public reoffering by the Underwriter. The Agreement provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to accept delivery of the Bonds is subject to various conditions contained in the Agreement, including the absence of pending or threatened litigation questioning the validity of the Bonds or any proceedings in connection with the issuance thereof and the absence of material adverse changes in the financial or business condition of the City. The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth on the cover page of this Official Statement, which prices may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the public offering price. 21 f. RATINGS Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), has given the Bonds a rating of "AA" and Moody's Investors Service ("Moody's") has given the Bonds a rating of "Aal." Any desired explanation of the significance of such ratings should be obtained from S&P and from Moody's. The City furnished the rating agencies with certain information and materials relating to the Bonds and the City which have not been included in this Official Statement. Generally, a rating agency bases its rating on the information and materials so furnished and on investigations, studies and assumptions made by such rating agency. There is no assurance that a particular rating will be maintained for any given period of time or that it will not be lowered or withdrawn entirely if, in the judgment of the agency originally establishing the rating, circumstances so warrant. Neither the City nor the Underwriter has undertaken any responsibility either to bring to the attention of the owners of the Bonds any proposed revision or withdrawal of the rating of the Bonds or to oppose any such proposed revision or withdrawal. Any such change in or withdrawal of such rating could have an adverse effect on the market price of the Bonds. Any explanation of the significance of such ratings should be obtained from the rating agency furnishing such rating. CONTINUING DISCLOSURE The Ordinance includes the City's undertaking (the "Undertaking") for the benefit of the holders and Beneficial Owners of the Bonds to send certain financial information and operating data about the Tax Revenues and about FDR, the property taxpayer responsible for the Tax Allocation Revenues, to certain information repositories annually and to provide notice to the Municipal Securities Rulemaking Board or certain other repositories of certain events, pursuant to the requirements of Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12) (the "Rule"). See "APPENDIX C—Form of Continuing Disclosure Undertaking." The City has not failed to comply with any prior such undertaking under the Rule. A failure by the City to comply with the Undertaking will not constitute an event of default with respect to the Bonds, although any holder will have any available remedy at law or in equity, including seeking specific performance by court order, to cause the City to comply with its obligations under the Undertaking. Any such failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. TAX EXEMPTION In the opinion of Kutak Rock, Bond Counsel, to be delivered at the time of original issuance of the Bonds, under existing laws, regulations, rulings and judicial decisions, interest g -7 22 j = on the Bonds is excluded from gross income for federal income tax purposes and is not a specific preference item for purposes of the Code's alternative minimum tax provisions. The opinions set forth above are subject to continuing compliance by the City with its covenants regarding federal tax laws in the Ordinance. Failure to comply with such covenants could cause interest on the Bonds to be included in gross income retroactive to the date of issue of the Bonds. The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of certain recipients such as banks, thrift institutions, property and casualty insurance companies or other financial institutions, corporations (including S corporations and foreign corporations operating branches in the United States), Social Security or Railroad Retirement benefit recipients or taxpayers otherwise entitled to claim the earned income credit and taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations, among others. The nature and extent of these other tax consequences will depend upon the recipients' particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding any such consequences and investors sh ould consult their own tax advisors regarding the tax consequences of purchasing or holding the Bonds. In Bond Counsel's further opinion, under the existing laws of the State of Nebraska, the interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of the federal income tax. ABSENCE OF LITIGATION REGARDING THE BONDS There is not now pending any litigation restraining or enjoining the issuance or delivery of the Bonds or questioning or affecting the validity of the Bonds or the proceedings and authority under which they are to be issued. LEGAL MATTERS Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinions of Kutak Rock, Bond Counsel, a copy of whose approving opinion will be delivered with the Bonds. Certain other legal matters will be passed upon for the City by the City Law Department and by Kutak Rock, as Special Disclosure Counsel. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or owners of any of the Bonds. 23 The information contained in this Official Statement has been taken from sources considered to be reliable, but is not guaranteed. To the best of the knowledge of the undersigned, the Official Statement does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The execution and delivery of this Official Statement have been duly authorized by the City as of the date shown on the cover hereof. CITY OF OMAHA, NEBRASKA By /s/ Hal Daub Hal Daub, Mayor 24 • APPENDIX A REDEVELOPMENT PROJECT FINANCIAL INFORMATION Tax Allocation Revenue and Debt Service Coverage Table 1 PROJECTED TAX ALLOCATION REVENUES(1) Year Ending December 31, 1998 1999 2000 2001 2002 Estimated Property Valuation for $9,332,000 $34,332,000 $34,332,000 $34,332,000 $34,332,000 Redevelopment Project Area Less Pre-redevelopmentBase 4.332,000 4,332,000 4,332,000 4,332,000 4,332,000 Tax Increment $5,000,000 $30,000,000 $30,000,000 $30,000,000 $30,000,000 Applicable Levy($/100 of 2.50 2.25 2.25 2.25 2.25 Taxable Valuation)(2) Available Tax Allocation Revenues(3) 0 $123,750 $668,250 $668,250 $668,250 Required Special Tax Revenues(4) $685,414 $692,933 $598,666 $30,533 $20,210 Bond Debt Service Requirement $685,414 $692,933 $695,333 $697,058 $692,759 (1) See'TAX REVENUES—Procedures in Real Property Valuation and Tax Collections'in the Official Statement for a description of assessment and collection timetable and procedure for real property taxes. (2) These levies are applied to assessed valuations at 100%of property valuation. The levies for 1998 and beyond are projections by the City of Omaha Finance Department. (3) The amounts shown have been reduced(and required Special Tax Revenues correspondingly increase)by the amount in each year equal to the one percent collection fee of the Douglas County Treasurer. Tax Allocation Revenues will be unavailable following collection of the levy for 2011. The City estimates that the maximum recourse to Special Tax Revenues would require a levy of$0.00382/$100 of taxable valuation in the year 2013(assuming the 1997 City tax base of approximately $13.313 billion experiences an annual growth rate of 2%). (4) The Ordinance authorizing the Bonds provides that each year the City must certify an amount to be levied for Special Tax Revenues equal to the next bond year's debt service less Tax Allocation Revenues for the year of such certification. See the caption"THE ORDINANCE—Certain Covenants of the City—Certification of Levy for Special Tax Revenues'in the Official Statement. Sources: City of Omaha Finance Department;Douglas County Assessor. 01/573284.7 ) t O V O) M N CD V CD CO CO CA O N CD (.-- O) M CO CO N (U p) N n CO (A Q) O •-• N M M '(F (D n O .- N M a) CD C N (6 WO N > C ' a 0 CO M 0 8 N N V COO nO ONv vD (vDO (nO CD N n O O N O(n N 0CDMVnOCDD ) N _ DDMnVN Cvn N n1- ,- 10CDM (OAOnMDDDOVN 8 — 0 - 0 O VO ,- O0OCn MNVDO NODnCVMNV .7VVQ COnMVVOCDnCDCDoO .- NM ' CDOO aam c� c6 . , vv, , (ri v W x• � � QO U ~ ea (ri ►-( 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Cn Cn Cn U' Cn U' U' Cn Cn Cn )O Cn U' Cn U) N p ' n N N N N N N N N N N N N N N " " j6 X .''' C M CD CD CD CD CD CD CD CD CD CD CD CD CD CD • W E C 8 C) N CO CO CO CO CD CD CD CD CD CO CD CO CO CO — a) O CO CD CD CD CD CD CO CO CO CO CD CD CO CD Ey w .7w E- g - EA W > M OWWWWU' U ) ) ) ' ' UUU' A N C_ CO N NNNNNN N N N N N N N J X N N,N N N N N N N N N N N N N N N d( E m «- w (fin O woo f�] X 00000000000000000000 w (a 00000000000000000000 C. -0 t N Q' 00000000000000000000 O O y o E p o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o a) 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 m o 0 w O o 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 0 0 Q1 E3 o L6666o600000000000000 .5 A w j C C) C') C) C) M M C') C') C') CM M M C") M M M M M C') EA h • O D N N� V CO D O D O O O N O O O N O N V CO C U (U ,_„i; IsM0 , NCO OOa) OONDOOODON Jy W ' _ V n mmVJ O M O n CO CO CO O M CA n n CD CD M N M C (O M O n V N CA n CO M O CD n CO CO CO V V V V N ; $(2( o (p �. X V_ CO O CD n O O O O N M M CO (D n CO 0 0 V N H Q (n M M ("1 M M M M M V V V V V V V V V V V CO CO C i 55 CV Q M EA • M » M0 CD (000000000000000000000 O CD (OO COOC OOCOO (OO CD COD COO (OO COO COO COO COO COD Ep l- NNNNNNNNNNNNNNNNNNNNN 3 V 4AO 000000000000000000000 C • p y 666666666666666666666 :., Wiz 2 Q Cn v fir). a O _ CS 1-1 Z p O CO M V Q) 0) CO O C') O O V O n O CO CO n V N \ Ey _ CO CD v v M .- .- rn CD n a) CO CD N CO O M CO CO O CO N (0 Cn CV CD C7 n Cn CC) CV )- lA N ri Cl) n Cr) O CM CM o '�' 10 ,.. M0 n CO N O O O CA O O N CO CD N 0 n v O CD w • mC9 x O M CO CD .- CO O N CC') CA N CO CD N CO O N CO O M n C a' 0 y � O O CAA0�o It . 14 14 1171 d1 QQ• � Ce C) X V .- CO n N CO CO V V M CO 0 0 _0 0 CO CO CD CD CO .aa. 13 n O M C') CO CO V N CD CO V N M CO V CO y C O r N M n n N V N O CO C) CO O N O n .- CD n x E�I Ti ` CN ` N CD CD D N D M CD O v O N O ri CO CA n M C' CO O MVVCOVCOVCOOVAAOOOOOO Vp A 7O N v n _ CO CD (OCOCD (O (DCO r- dcW El EF) U < V M M CO M C D CO 0 CO 0 0 0 0 0 0 CO CO CD CD CO 2 .0 M M CO CO n M 0 n O N N M 0 CO V CO � � � vaMoNCD ' rnnv_ CoaCOO (Nrnn '- aDN _ CA N 0) n N n N CO CD CO O CD C) (O CO M M CO CO O CO• V) - Z CD CA CA CD CD O CA CA CD CA CD CD CA Cn CA Cn CA CA CA m �/ co N C N Co Co o (o Co (O CD CO CD CO Co CD Co Co Co (o CO CO (o (O hI+CM CA 'C O U) ; I+C co co Ce 8 N O CD CD CA CD M M CA V M CO O O O O O O O O O M CO n n n n M '- 0 CD N X • Z N C V N O) n a) CO O WWII" I.--C o Q 'N o N O M CO O CO M CO Co V CO V N [r N m CO CO CO CO CO CO CO CO CO CO CO CO ) 0 O V V V V V V V V V V V V a) O m to to 13 n CD O O N C'M V CO CD n CD O 0 .- N M V CO CD n _ co O O C) 0 0 0 0 0 0 0 0 0 0 f6 W CO CA C) D) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 U O .- '- '- N N N N N N N N N N N N N N N N N N i. y CO _ P. it c / \ Property Owner First Data Resources, Inc. is the sole owner of the FDR Property and, as such, is responsible for paying the ad valorem taxes levied against the Redevelopment Project. See "BONDHOLDERS' RISKS—No Diversification of Ownership" in the Official Statement. First Data Resources, Inc. is a reporting company under the Securities Exchange Act of 1934 and, as such, is responsible for the periodic filings of reports, proxy statements and other information required thereby. Reference is made to such reports, proxy statements and other information about First Data Resources, Inc. on file with the Securities and Exchange Commission, Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, from which copies of such information can be obtained at prescribed rates upon written request. - First Data Resources, Inc. is not a party to the issuance, sale or delivery of the Bonds, and has not reviewed, has not provided, and has no responsibility for, the Official Statement, the Appendices to the Official Statement or any of the information contained therein. A-3 APPENDIX B CITY OF OMAHA—GENERAL INFORMATION The following information is provided as a general introduction to the City of Omaha. The City of Omaha is NOT generally obligated with respect to the payment of the principal of and interest on the Bonds offered by the Official Statement. Form of Government • Omaha operates with a Mayor-Council form of government. As a home-rule city, Omaha has all of the powers available to a home-rule city under the Nebraska Constitution. The Mayor and Council, consisting of seven members, are elected for four-year terms. The Mayor is elected in a city-wide election while the City Council members are elected by district. City Administration The executive and administrative powers of the City are vested in the Mayor, who is popularly elected for four years on a nonpartisan basis. The Honorable Hal Daub, Omaha's Mayor, was reelected on May 13, 1997 to a four-year term of office ending in June 2001. Mayor Daub originally assumed his office on January 9, 1995. Prior to his December 1994 election to the mayoralty, Mayor Daub, an attorney and businessman in his private capacity, served four terms as a Congressman in the United States House of Representatives from 1981-1989 and, thereafter, as a principal and international trade specialist with the accounting firm of Deloitte and Touche. The head of the City's Finance Department is the Finance Director of the City, Louis A. D'Ercole, who assumed the position of Acting Finance Director upon the resignation of the City's former Finance Director in March 1995 and of Finance Director in June 1997. Following his graduation from the University of Nebraska at Omaha and service in the United States Army, Mr. D'Ercole joined the Finance Department of the City in 1968 and has held the positions of Accountant/Auditor, Budget Analyst, Budget and Accounting Manager and City Comptroller. Location and General Background . Omaha, founded in 1854, is the largest city in the State of Nebraska. Omaha is the hub of a vast transportation network leading to all parts of the nation and thus offers significant advantages to business and industry competing in regional and national markets. This fact is substantiated by the growth of population, employment and income during recent years. 7 ��y 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 696,400 as of January 1997. As of January 1997, the population of the City of Omaha was an estimated 356,800, an increase of 3,500 over the 1996 estimate of 353,300 people. Transportation • Twelve jet carriers and three commuter airlines currently handle flights in and out of Eppley Airfield. In 1996, 3,547,895 passengers used Eppley Airfield, located less than 15 minutes driving time from downtown Omaha. Omaha is general headquarters for the Union Pacific Railroad. Five other mainline railroads and a terminal railway combine to make Omaha an important rail center. Two interstate highways (Interstate 80 and Interstate 29), five federal highways and seven state highways provide fast all-weather routes within Nebraska and to and from the rest of the nation. In addition, Interstate 480 (downtown spur) and Interstate 680 (circumferential route) provide quick access to all parts of the metropolitan area. More than 85 motor common carriers haul freight to and from Omaha and all parts of the nation, making Omaha a major midwestern trucking center. Greyhound Bus Lines furnishes Omaha with transcontinental passenger service. Several smaller bus lines operate between Omaha and points in Iowa and Nebraska. Utility Services Residential, commercial and industrial electric service rates in Omaha historically have been below the national averages, according to reports of the Edison Electric Institute in its Statistical Yearbook of the Electrical Utility Industry. In addition to low rates, the Omaha Public Power District, a Nebraska political subdivision, assures its customers ample power with a net generating capability of 1,926,000. 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. B-2 Education • Omaha is an important educational center and is the location of Creighton University, the University of Nebraska at Omaha and the University of Nebraska Medical Center. These institutions, together with three additional colleges located in Omaha, offer educational programs at the graduate and undergraduate levels, in law, and in the health professions: medicine, dentistry, nursing and pharmacy. Public elementary and secondary education are provided by four local school districts:. School District of Omaha, Douglas County School District No. 66, School District of Millard, 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 B-3 within the City. In total they employ a labor force in excess of 20,000. Major employers in this group include First Data Resources, Hyatt Reservations, Idelman Telemarketing, Inc., Marriott Reservations, Wats Marketing of America, West Telemarketing and 900 Services, Inc. Omaha is the home of 32 insurance companies, including Mutual of Omaha, the world's largest mutual health and accident company, and Woodmen of the World Life Insurance Society, the largest fraternal life insurance company. The district offices of the Farm Credit System for Nebraska, Iowa, South Dakota and Wyoming are headquartered in Omaha. The Farm Credit Bank of Omaha,-among the largest in the system, has loans outstanding of over $3.8 billion. A branch Federal Reserve Bank and 20 commercial banks are located within the city limits of Omaha. First Data Resources, Inc., Union Pacific Railroad, Northern Natural Gas Company and ConAgra, Inc. maintain their headquarters in Omaha. During 1996, the annual average unemployment rate` for the Omaha MSA was 2.7%, compared with 5.4% for the United States as a whole. The Omaha MSA unemployment rate in March 1997 was 2.6%, compared with a rate of 5.5% for the United States as a whole. Selected Economic Indicators Omaha MSA Population and Employment • - Population' Employment' 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 696,400 384,589 'Source: United States Bureau of Census. 'Estimated annual averages based on labor force available, from Reports of Nebraska Department of Labor, Division of Employment Research and Statistics. B-4 ls �� I I' �. li . 1 Largest Employers—City of Omaha April 1996 Offutt Air Force Base* Department of Defense 11,200 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 5,700 Mutual of Omaha/United of Omaha Insurance 5,200 Methodist Health System , Health Care 4,800 Union Pacific Railroad Railroad 3,900 Baker's Supermarkets Retail 3,500 Oriental Trading Co. Wholesale 3,500 U S West Communications Communications 3,300 *Located in Sarpy County (immediately south of Omaha) Omaha MSA Nonagricultural Wage and Salary Employment Average for 1996 March 1997 % of % of Number Total Number Total Industry Manufacturing 39,456 10.26 39,748 10.23 Construction and Mining 17,392 4.53 17,267 4.44 Transportation, Communications and Utilities 25,878 6.73 26,490 6.82 Retail Trade 67,478 17.55 66,795 17.19 Wholesale Trade 24,593 6.39 24,186 6.23 Finance, Insurance and Real Estate 32,672 8.50 32,930 8.48 Services 126,940 33.01 130,889 33.69 Government 50,180 13.05 50,179 12.92 Total 384,589 100.01 388,484 100.00 Source: Estimated annual averages based on place of employment, from Reports of Nebraska Department of Labor,Division of Employment and Research Statistics. �,/ f B-5 / - � I �r 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 Source: Annual surveys of buying power, Sales and Marketing Management. *Effective Buying Income: personal income (wages, salaries, interest, dividends,profits and property income) minus federal, state and local taxes. Retail Sales—Douglas County . Retail 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 Source: Sales and Marketing Management. Banking Activity Year Bank Clearings Year Bank Clearings 1950 $ 6,833,253,983 1987 $34,704,749,145 1960 9,796,472,675 1988 39,836,595,615 1970 16,751,962,240 1989 38,372,075,646 1980 31,915,078,877 1990 38,383,435,837 1981 37,294,813,955 1991 38,119,116,503 1982 33,933,485,920 1992 40,931,943,464 1983 32,048,543,360 1993 34,940,684,074* - 1984 32,684,214,958 1994 31,868,830,077 1985 32,884,571,411 1995 34,042,393,113 1986. 32,704,050,362 1996 36,183,032,747 Source: Federal Reserve Bank of Kansas City. *Effective July 1, 1993,the Federal Reserve Bank changed its policy with respect to the amounts that are included in this total. The effect of the change was a reduction in Bank Clearings reported rather than a reduction in activity. / B-6. Value of Building Permits—City of Omaha Year Amount Year Amount 1950 $ 24,105,401 1987 $245,621,274 1960 46,927,523 1988 249,985,556 1970 61,626,242 1989 269,168,245 1980 136,736,312 1990 318,473,517 1981 99,180,317 1991 286,025,269 1982 98,758,516 1992 284,328,785 1983 141,773,718 1993 301,972,761 1984 227,776,399 1994 313,879,897 1985 236,167,683 1995 305,036,452 1986 229,321,621 1996 390,089,095 Source: Department of Permits and Inspections, City of Omaha. • B-7 9' APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING The following is the Continuing Disclosure Undertaking of the City of Omaha, excerpted from Ordinance No. 34261, passed on July 22, 1997 by the City Council of the City of Omaha: Section 6.13. Continuing Disclosure. (a) The City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders and beneficial owners of the Series 1997 Bonds required by Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). Capitalized terms used in this Section 6.13 and not otherwise defined in this Ordinance shall have the meanings assigned such terms in subsection (d) hereof. It being the intention of the City that there be full and complete compliance with the Rule, this Section shall be construed in accordance with the written interpretative guidance and no-action letters published from time to time by the Securities and Exchange Commission and its staff with respect to the Rule. (b) The City undertakes to provide the following information as provided in this Section 6.13: (i) Annual Financial Information; (ii) Audited Financial Statements, if any; and (iii) Material Event Notices. Insofar as this undertaking relates to the Obligated Person, which is not party hereto, but is a reporting company under the Securities Exchange Act of 1934, as amended, the information the City undertakes annually to provide about the Obligated Person is information on file or to be filed by the Obligated Person with and publicly available from the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended. (c)(i) The City shall, while any Bonds are Outstanding, provide the Annual Financial Information on or before the date which is 270 days after the end of each fiscal year of the City • (the "Report Date") to each then existing NRMSIR and the SID, if any. The City shall include with each submission of Annual Financial Information a written representation to the effect that the Annual Financial Information is the Annual Financial Information required by this Section 6.13 and that it complies with the applicable requirements of this Section 6.13 and that it has been provided to each then existing NRMSIR and the SID, if any. If the City changes its fiscal year, it shall provide written notice of the change of fiscal year to each then existing NRMSIR or the Municipal Securities Rulemaking Board (the "MSRB") and the SID, if any. It shall be sufficient if the City provides to each then existing NRMSIR and the SID, if any, any or all of the Annual Financial Information by specific reference to documents previously �.:7 l J provided to each NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the MSRB. (ii) If not provided as part of the Annual Financial Information, the City shall provide the Audited Financial Statements when and if available while any Bonds are Outstanding to each then existing NRMSIR and the SID, if any. (iii) If a Material Event occurs while any Bonds are Outstanding, the City shall provide a Material Event Notice in a timely manner to each then existing NRMSIR or the MSRB and the SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds. (iv) The City shall provide in a timely matter to each then existing NRMSIR or the MSRB and to the SID, if any, notice of any failure by the City while any Series 1997 Bonds are Outstanding to provide to the NRMSIRs and the SID, if any, Annual Financial Information on or before the Report Date. (d) The following are the definitions of the capitalized terms used in this Section 6.13 and not otherwise defined in this Ordinance: (i) "Annual Financial Information" means the financial information or operating data with respect to the City, the Redevelopment Project" and the Obligated Person, provided at least annually, of the type included in Appendix B of the final official statement with respect to the Bonds. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles ("GAAP"). Such financial statements may, but are not required to be, Audited Financial Statements. • (ii) "Audited Financial Statements" means the annual financial statements, if any, of the City and the Obligated Person prepared in accordance with GAAP, which financial statements shall have been audited by such respective independent auditors as the City and the Obligated Person, as the case may be, shall select. (iii) "Material Event" means any of the following events, if material, with respect to the Bonds: (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; C-2 (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; J (F) Adverse tax opinions or events affecting the tax-exempt status of the Bonds; (G) Modifications to rights of Bondholders; - (H) Unscheduled Bond calls; (I) Defeasances; (7) Release, substitution or sale of property securing repayment of the Bonds; and (K) . Rating changes. (iv) "Material Event Notice" means written or electronic notice of a Material Event. (v) "NRMSIR" means a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date of this Ordinance are: Bloomberg Municipal Repositories, Post Office Box 840, Princeton, New Jersey 08542-0840, Phone: (609) 279-3200 and Fax: (609) 279-5962; Disclosure Inc., 5161 River Road, Bethesda, Maryland 20816, Attention: Commercial Indexing, Phone: (301) 718-2390 and Fax: (301) 951-1429; Municipal Security Disclosure Archive, 559 Main Street, Hudson, Massachusetts 01749, Phone: (800) 580-3670 and Fax: (508) 562-1969; J.J. Kenny Information Services, 16th Floor, 65 Broadway, New York, New York 10006, Attention: The Repository, Phone: (212) 770-4568 and Fax: (212) 797-7994; Moody's NRMSIR, Public Finance Information Center, 99 Church Street, New York, New York 10007, Phone: (800) 339-6306 and Fax: (212) 553-1460; and Thomson NRMSIR, Attention: Secondary Market Disclosure, 3rd Floor, 395 Hudson Street, New York, New York 10014, Phone: (212) 807-3767, Fax: (212) 378-0952 and Internet: disclosure @ muller.com. (vi) "Obligated Person" means the owner from time to time of that%portion of the Redevelopment Project subject to the ad valorem taxes constituting the Tax Revenues, which owner on the date of this Ordinance is First Data Resources, Inc. )"."/ C-3 (vii) "SID" means a state information depository as operated or designated by the State and recognized by the Securities and Exchange Commission by no-action letter as such for the purposes referred to in the Rule. As of the date of this Ordinance, there is not an SID in the State of Nebraska. (e) Unless otherwise required by law and subject to technical and economic feasibility, the City shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the City's information. (f)(i) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no longer are Outstanding. This Section 6.13, or any provision hereof, shall be null and void in the event that the City obtains an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Section 6.13, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds, provided that the Issuer shall have provided notice of such delivery and the cancellation of this Section 6.13 to each then existing NRMSIR or the MSRB and the SID, if any. (ii) This Section 6.13 may be amended, without the consent of the Bondholders, but only upon the City obtaining an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of this Section 6.13 and by the City with the Rule, provided that the City shall have provided notice of such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such amendment shall satisfy, unless otherwise permitted by the Rule, the following conditions: (A) The amendment may only be made in connection. with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the obligated person or type of business conducted; (B) This. Section 6.13, as amended, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (C) The amendment does not materially impair the interests of Bondholders, as determined either by parties unaffiliated with the City (such as nationally recognized - bond counsel), or by approving vote of Bondholders pursuant to the terms of the Ordinance at the time of the amendment. The initial Annual Financial Information after the amendment shall explain, in narrative form, the reasons for the amendment and the effect of the change, if any, in the type of operating data or financial information being provided. C C-4 (g) Any failure by the City to perform in accordance with this Section 6.13 shall not constitute an Event of Default with respect to the Series 1997 Bonds of either series. 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. 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O 40, fA QM r) co(O 0) (A O 0 Cn O O O O O O_ Cn in CO c0 N Z '- Ce) C`1 it) Cn.n a0 .- O n 0) N N O 0 VI st CD a) 8 v0) C7O Is- (0 .,- Cr) nstco0) u) ONOn4- On f" Cn 0 O C) O tri a) co C O CT N O) N O N N O 0) O a) N N 00 Go d O (A co hD co c0 c0 co co c0 CO co co co co co co co co to co c0 i r) 0° O (A CC CI. " y 00000 � (.,) 0 0 ,a U el .00000000 0 (4) V) n n n n P) 0) (D N j C ( C sr N a) n co co O to co co n 0 Q •' a) N O (7 La O Vi M Cn c0 v. CA Q N _ •IA co 4 CD V) V) V) V) V) V) Cn (r) Cn co V) Cn Q w U st sr Er Et st Et sr V' •st w .f d O - O 0 _ L_ N E (Rp c U O) CA CT O O O O el O O (.0 O O O O N M st C() (O n / O V W p O O N N N N N N N N N N N N N N N N N N '/ N (a U- d T o 0 } C-25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebr July 29, 19 97 RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, the City of Omaha, Nebraska (the "City") is authorized to issue $8,500,000 aggregate principal amount of its Tax Allocation and Special Tax Revenue Redevelopment Bonds,Series 1997A(the"Series 1997A Bonds"),pursuant to Ordinance No. 34261, duly enacted on July 22, 1997(the "Ordinance"), for the purpose of paying all or part of the cost of removal, relocation, construction and installation of public improvements relating to the redevelopment of the former Ak-Sar-Ben property (the "Project"); and, WHEREAS,as contemplated by the Ordinance,the City Council desires to designate the aggregate principal amount of the Bonds,to fix the years and amounts in which the Bonds will mature,to award the Bonds,to specify the interest rate or rates of the Bonds,to specify the terms of mandatory sinking fund redemption,to direct that the Bonds be delivered to or upon the order of the original purchaser thereof upon payment of the purchase price and to make other necessary determinations as hereinafter set forth; and, WHEREAS, as further contemplated by the Ordinance, the City Council desires to approve the form and substance of a Bond Purchase Agreement(as hereinafter defined)with respect to the Bonds and authorize its execution and delivery; and, WHEREAS,the City desires to authorize the distribution of the Preliminary Official Statement for the Bonds and to authorize the execution and distribution of the final Official Statement for the Bonds. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, the Series 1997A Bonds shall be issued as serial and term Bonds in the aggregate principal amount of$8,500,000 and shall mature on the dates and in the amounts, and shall bear interest at the rates per annum, set forth below: By Councilmember Adopted City Clerk *.ipx Approved Mayor C-25A ' CITY OVOIVIAHA LEGISLATIVE CHAMBER Omaha,Nebr 19 PAGE 2 Principal Interest Maturity Amount Rate November 15, 1998 $ 135,000 4.50% May 15, 1999 135,000 4.50% November 15, 1999 140,000 4.50% May 15, 2000 145,000 4.50% November 15, 2000 145,000 4.50% May 15, 2001 150,000 4.65% November 15, 2001 155,000 4.65% May 15, 2002 155,000 4.65% November 15, 2002 160,000 4.65% May 15, 2003 165,000 4.65% November 15, 2003 170,000 4.65% May 15, 2004 170,000 4.65% November 15, 2004 175,000 4.65% May 15, 2005 180,000 4.65% November 15, 2005 185,000 4.65% May 15, 2006 190,000 4.65% November 15, 2006 195,000 4.65% May 15, 2007 200,000 4.75% November 15, 2007 200,000 4.75% November 15, 2012 2,330,000 5.20% November 15, 2017 3,020,000 5.25% FURTHER THAT,the City Council has received a proposed purchase contract for the Series 1997A Bonds(the "Bond Purchase Agreement") dated July 29, 1997, accompanied by a check in the amount of$85,000 as a good-faith deposit, with respect to the purchase of the Bonds by Kirkpatrick,Pettis, Smith,Polian,Inc. (the "Underwriter"). The Bond Purchase Agreement has been reviewed by the City Council, the City Attorney and the Finance Director. After having carefully considered the matter,the City Council hereby finds and determines that the Bond Purchase Agreement is in the best interest of the City. The City Council hereby authorizes and approves the Bond Purchase Agreement and directs that it shall be executed by and on behalf of the City by the Mayor of the City,with the official seal of the City impressed or imprinted thereon and attested by the City Clerk in substantially the form presented to the City Council at the meeting of the City By Councilmember Adopted City Clerk Approved Mayor c ZSA CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebr 19 PAGE 3 Council at which this Resolution is adopted and is attached hereto as Exhibit A, subject to such changes, insertions and omissions and such fillings-in of blanks as shall have been approved by the officers of the City executing the same pursuant to this Section. The execution and delivery of such Bond Purchase Agreement for and on behalf of the City Council by such officers of any such changes, insertions, omissions of fillings-in of blanks is hereby authorized and directed. FURTHER THAT,the City Council hereby designates for mandatory sinking fund redemption the Bonds maturing November 15,2012 and November 15, 2017, which, in the case of the Bonds maturing November 15, 2012, shall be subject to mandatory sinking fund redemption prior to November 15.,2012,by lot(in such manner as the City may select), at a price of par without premium on May 15,2008 and on each May 15 and November 15 thereafter to and including May 15, 2012 in the principal amounts set forth below and otherwise as provided in Section 4.3 of the Ordinance,and,in the case of the Bonds maturing November 15,2017, shall be subject to mandatory sinking fund redemption prior to November 15,2017,by lot(in such manner as the City may select), at a price of par without premium on May 15, 2013, and on each May 15 and November 15 thereafter to and including May 15, 2017 in the principal amounts set forth below and otherwise as provided by Section 4.3 of the Ordinance. Term Bonds Maturing November 15,2012 Date Amount May 15, 2008 $205,000 November 15, 2008 210,000 May 15, 2009 220,000 November 15, 2009 225,000 . May 15, 2010 230,000 November 15, 2010 235,000 May 15, 2011 240,000 November 15, 2011 250,000 May 15, 2012 255,000 November 15, 2012 260,000 (maturity) By Councilmember Adopted City Clerk Approved Mayor c 25A CITY OF OMAHA LEGISLATIVE CHAMBER Omaha,Nebr 19 PAGE 4 Term Bonds Maturing November 15, 2017 Date Amount May 15, 2013 $270,000 November 15,2013 275,000 May 15,2014 280,000 November 15, 2014 290,000 May 15, 2015 295,000 November 15,2015 305,000 May 15,2016 315,000 November 15, 2016 320,000 May 15, 2017 330,000 November 15,2017 340,000 (maturity) FURTHER THAT,the City Council hereby awards the Bonds to the Underwriter in accordance with the provisions of the Bond Purchase Agreement for a purchase price of 99.056% of the aggregate principal amount of the Bonds. FURTHER, THAT, the Bonds, upon their execution and registration, shall be delivered to the Underwriter upon payment of the purchase price thereof,all as more fully provided in and subject to the terms and conditions of the Bond Purchase Agreement. FURTHER THAT, the City Council has examined and considered the Preliminary Official Statement prepared by the Underwriter,counsel for the Underwriter and various officers of the City. The City Council hereby ratifies the distribution of.the Preliminary Official Statement and the certification by the Finance Director deeming fmal the Preliminary Official Statement for the purposes of Rule 15c2-12 under the Securities Exchange Act of 1934,authorizes the distribution of the final Official Statement by the Underwriter in connection with the offering and sale of the Bonds and directs the Mayor to execute by manual or facsimile signature such final Official Statement for and on behalf of the City substantially in the form attached hereto as Exhibit B with such changes, insertions, omissions and such fillings-in of blanks therein as may be approved and made in such Official Statement by the Officer of the City executing the same pursuant to this Section. By Councilmember • Adopted City Clerk Approved Mayor L - C 25A CITY OF OMAHA w � LEGISLATIVE CHAMBER Omaha,Nebr July 29' 19 9 PAGE 5 FURTHER THAT,the City Council hereby reaffirms that the issuance of the Bonds " is authorized for purpose of providing funds to pay the cost of the Bonds issued to pay for the Project, together with certain issuance costs. FURTHER THAT,the Mayor,City Clerk and Finance Director(or any officer of the City authorized to act in the capacity of the Mayor, City Clerk or Finance Director) are hereby authorized and directed punctually to execute such instruments, certificates and documents as may be necessary and appropriate and to do all acts and things required therein by the terms, covenants, provisions and agreements of this Resolution, the Bonds, the Ordinance and the Bond Purchase Agreement. FURTHER THAT, the officers, employees and agents of the City are hereby authorized and directed to do all acts and things necessary to carry into effect the provisions of this Resolution. FURTHER THAT, Resolution shall take effect immediately upon its adoption. APPROVED AS TO FORM: A IS A CI TT E ATE P:\FIN\4344.MAF By.. .... .. ember Adopted MI.. 2 9.. 1997 c� City C erk *afik Approved Mayor brliy j �! yr�yy A� y-{ yy r h N O t. vi•r• ' — n c y E. C� �1 b) .c 0 N ,-'• kJ ty, o 5- alal. O Q CD iN r) . \ cA 0 — — 1 . CD 0-s ©V . 1