ORD 33635 - Formation of City of Omaha Parking Facilities Corporation 6.4111167?; Ada'
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71'D FEBRrq•�
City of Omaha
Hal Daub,Mayor
Finance Department Honorable President
Omaha/Douglas Civic Center
1819 Farnam Street,Suite 1004 and Members of the City Council,
Omaha,Nebraska 68183-1004
(402)444-5416
• Telefax(402)444-5423 This Ordinance authorizes and approves the formation of the City of
Louis A.D'Ercole Omaha Parking Facilities Corporation, a nonprofit corporation. The
Acting Director Corporation is organized for the purpose of assisting the City with the
acquisition, construction, furnishing and equipping of public parking
facilities within the geographical boundaries of the City of Omaha,
Nebraska; authorizing and approving a lease-purchase agreement (the
"Agreement") between the corporation and the City of Omaha to provide
funds for the lease-purchase of two public parking garages. A copy of
�.. this Agreement is attached to the Ordinance as Exhibit A; authorizing
and approving a ground lease agreement (the "Lease") between the
corporation and the City for the leasing of the project sites by the City to
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the corporation, approving an indenture of trust; and, approving the
terms and conditions of the corporation's lease revenue bonds (Omaha-
Park Four and Omaha-Park Five projects).
We urge your favorable consideration of this Ordinance.
Respectfully submitted, Referred to City Council
For -nsideration
-41Z
Louis A. D'Ercole Mayor's Offi; •
Acting Finance Director
•
ORDINANCE NO. .936.3 S
AN ORDINANCE AUTHORIZING AND APPROVING THE FORMATION OF
CITY OF OMAHA PARKING FACILITIES CORPORATION, A NONPROFIT
CORPORATION ORGANIZED UNDER.THE LAWS OF THE STATE OF
'NEBRASKA(THE "CORPORATION"), FOR THE PURPOSE OF ASSISTING
THE CITY WITH THE ACQUISITION, CONSTRUCTION, FURNISHING
AND EQUIPPING OF PUBLIC PARKING FACILITIES WITHIN THE
GEOGRAPHICAL BOUNDARIES OF THE CITY OF OMAHA, NEBRASKA;
AUTHORIZING.AND APPROVING A LEASE-PURCHASE AGREEMENT
(THE "AGREEMENT") BETWEEN THE CORPORATION AND THE CITY
OF OMAHA, NEBRASKA (THE "CITY") TO PROVIDE FUNDS FOR THE
LEASE-PURCHASE OF TWO PUBLIC PARKING GARAGES AS
DESCRIBED THEREIN (THE "PROJECTS"), A COPY OF WHICH
AGREEMENT IS ATTACHED HERETO AS EXHIBIT A AND
INCORPORATED HEREIN BY THIS REFERENCE; AUTHORIZING AND
APPROVING A GROUND LEASE AGREEMENT(THE"LEASE")BETWEEN
THE CORPORATION AND THE CITY FOR THE LEASING OF THE •
PROJECT SITES BY THE CITY TO THE CORPORATION, A COPY OF
WHICH LEASE IS ATTACHED HERETO AS EXHIBIT B AND
INCORPORATED HEREIN BY THIS REFERENCE; APPROVING AN
INDENTURE OF TRUST (THE "INDENTURE") BY AND BETWEEN THE
CORPORATION AND FIRSTIER BANK, OMAHA, N.A. AS TRUSTEE, A
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ORDINANCE NO.
Page 2
COPY OF WHICH INDENTURE IS ATTACHED HERETO AS EXHIBIT C
AND INCORPORATED HEREIN BY THIS REFERENCE; APPROVING THE
TERMS AND CONDITIONS OF THE CORPORATION'S LEASE REVENUE
BONDS (OMAHA-PARK FOUR AND OMAHA-PARK FIVE PROJECTS),
SERIES 1995 (THE "BONDS") AS SET FORTH IN THE INDENTURE AND
THE ISSUANCE AND DELIVERY THEREOF; APPROVING THE FORM,
CONTENT AND DISTRIBUTION OF THE PRELIMINARY OFFICIAL
STATEMENT, A COPY OF WHICH PRELIMINARY OFFICIAL
STATEMENT IS ATTACHED HERETO AS EXHIBIT D AND
INCORPORATED HEREIN BY THIS REFERENCE AND INCORPORATED
HEREIN BY THIS REFERENCE; AUTHORIZING.AND APPROVING THE
FORM AND CONTENT OF A LETTER AGREEMENT (THE "LETTER
AGREEMENT") CONSTITUTING AN UNDERTAKING BY THE CITY TO
PROVIDE ONGOING DISCLOSURE ABOUT THE CITY FOR THE BENEFIT
OF THE HOLDERS OF THE BONDS, A COPY OF WHICH LETTER
AGREEMENT IS ATTACHED HERETO AS EXHIBIT E AND
INCORPORATED HEREIN BY THIS REFERENCE; SATISFYING
APPLICABLE FEDERAL INCOME TAX LAW REQUIREMENTS AND
APPROVING THE EFFECTIVE DATE HEREOF.
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ORDINANCE NO. ,.3,5o 3J
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
ARTICLE I
FINDINGS AND DETERMINATIONS
The Mayor and Council of the City of Omaha hereby find and determine:
(a) the City of Omaha, Nebraska(the "City") wishes to acquire, construct, equip and
furnish certain facilities to be used for public parking (the "Projects"); and,
(b) the City intends that certain parcels of real estate owned or to be owned by the
City and located within the geographical boundaries of the City of Omaha, Nebraska and to be
legally described in the hereinafter defined Lease (the "Project Sites"), constitute a part of and
be the location of the Projects; and,
(c) the City of Omaha Parking Facilities Corporation, a nonprofit corporation
organised. under Nebraska law (the "Corporation") has been established for the purpose of
assisting the City in the acquisition, construction, furnishing and equipping of public parking
facilities within the geographical boundaries of the City of Omaha, Nebraska; and,
(d) the Corporation is willing (i) to issue its lease revenue bonds in the aggregate
principal amount not to exceed $8,475,000 (the "Bonds") on behalf of the City, the proceeds of
which Bonds will be used, in part, to acquire, construct, furnish and equip the Projects and (ii)
to lease the Projects to the City; and,
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ORDINANCE NO. i 3j
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(e) the Corporation is willing to enter into an Indenture of Trust (the "Indenture")
with FirsTier Bank Omaha, N.A., as trustee (the "Trustee"), setting forth the maturity, interest
rate or rates and other terms and conditions of the Bonds; and,
(f) the City and the Corporation, pursuant to Section 5.17 of the Home Rule Charter
of the City of Omaha, 1956, as amended (the "Home Rule Charter"), contemplate entering into
a Ground Lease Agreement (the "Lease") whereby the Corporation will lease the Project Sites
from the City and a Lease Purchase Agreement (the "Agreement") whereby the City will lease
the Projects from the Corporation and pay as rental payments the amounts necessary timely to
discharge the indebtedness created by the Corporation's issuance of the Bonds; and,
(g) under applicable Internal Revenue Service rulings, approval by the City Council
of the issuance of the Bonds by the Corporation is required in order that the interest on the
Bonds be excluded from gross income of the holders for the purpose of federal income taxation,
which exclusion will reduce the Corporation's interest costs and thereby reduce the rental
payments to be made by the City under the Agreement; and,
(h) the Corporation has requested Kirkpatrick Pettis Smith Pollan, Inc., FirsTier
Bank, National Association, Smith Barney Inc./Chiles Heider Division and Dain Bosworth
Incorporated (collectively, the "Underwriters") to underwrite the Bonds; and,
(i) in order that the Underwriters may comply with Section (b)(5)(i)of Securities and
Exchange Commission Rule 15c2-12 (17 C.F.R., § 240.15c2-12) (the "Rule"), the City will
enter into the Letter Agreement(the "Letter Agreement")with the Trustee pursuant to which the
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ORDINANCE NO. s
Page 5
City will agree to provide ongoing disclosure about the City for the benefit of the holders of the
Bonds; and,
(j) the City has determined that it is in its best interest that the Corporation issue the
Bonds and apply the proceeds thereof to the acquisition, construction, furnishing and equipping
of the Projects and that it is necessary for the City to enter into the Agreement, the Lease and
the Letter Agreement, approve the Indenture, the Bond Purchase Agreement, the form, content
and distribution of the Preliminary Official Statement (the "Preliminary Official Statement") in
connection with the marketing of the Bonds by the Underwriters, and satisfy certain
requirements of federal income tax law in order that the interest on the Bonds shall be excluded
from gross income of the holders for purposes of federal income taxation.
ARTICLE II
AUTHORIZATIONS AND APPROVALS
Section 1. The previous formation of the Corporation is hereby acknowledged, approved
and ratified by the City Council and the Corporation is authorized to do that which is necessary
and appropriate in order that the Corporation may issue the Bonds on behalf of the.City for the
purpose of acquiring, constructing, furnishing and equipping the Projects.
Section 2. The Agreement is hereby authorized and approved in accordance with the
provisions of Section 5.17 of the Home Rule Charter and the Mayor of the City shall execute
the Agreement by and on behalf 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
01/160503.3
ORDINANCE NO. 33 3
Page 6
Council and attached hereto as Exhibit A, subject to such changes, insertions and omissions and
fillings-in of blanks as shall have been approved by the City officials executing the same
pursuant to this Section.
Section 3. The Lease is hereby authorized and approved and the Mayor of the City shall
execute the Agreement by and on behalf 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 and attached hereto as Exhibit B, subject to such changes, insertions and omissions
and fillings-in of blanks as shall have been approved by the City officials executing the same •
pursuant to this Section.
Section 4. The Indenture and the Preliminary Official Statement, in substantially the
respective forms presented to the City Council and attached hereto as Exhibits C and D,
� k
respectively, are hereby authorized and approved.
Section 5. The distribution of the Preliminary Official Statement by the Underwriters
is hereby approved, and the Preliminary Official Statement is hereby deemed final as of its date
for the purposes of and with omissions permitted by Section (b)(1) of the Rule.
r
Section 6. The Letter Agreement is hereby authorized and approved and the Mayor of
the City shall execute the Letter Agreement by and on behalf 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 and attached hereto as Exhibit E, subject to such changes,
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ORDINANCE NO. 3i j
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insertions and omissions and fillings-in of blanks as shall have been approved by the City
officials executing the same pursuant to this Section.
Section 7. Payment by the City of the lease-rental amounts from time to time due under
and pursuant to the Agreement is hereby authorized and directed.
Section 8. The issuance and delivery by the Corporation of the Bonds in the aggregate
principal amount, bearing interest at the rates per annum and otherwise on the terms and
conditions set forth in the Indenture is.hereby preliminarily approved, subject to fmal approval
of the terms of the Bonds, a bond purchase agreement, the final Official Statement and related
matters by subsequent resolution of this City Council.
Section 9. (a) The Mayor, City Clerk and Acting Finance Director (or any officer of
the City authorized to act in the capacity of Mayor, City Clerk or Acting 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 Ordinance, the Bonds, the
Agreement, the Lease, the Indenture and the Letter Agreement..
(b) 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 Ordinance.
Section 10. The City will accept delivery of full legal and unencumbered title to the
• Projects at the end of the term of the Bonds.
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ORDINANCE NO. ,.j
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ARTICLE III
EFFECTIVE DATE •
This Ordinance shall be in full force and effect on the date of its passage, this Ordinance
not being legislative in character and immediate effectiveness being within the provisions of
Section 2.12 of the Home Rule Charter.
INTRODUCED BY CO ILMEMBER /
r o..`
pR
PASSED SEP 12 1995 aS Qin � =` ��. ,iL • t- .•- :y th5�
7-0 %' FOR OF THE
CITY OF OMAHA DATE
ATTEST:
C Y C OF E CITY OF OMAHA
APPROVED AS TO FORM:
` CITY ATT EY
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: CITY OF OMAHA PARKING FACILITIES CORPORATION,
as Lessor
•
• to .
CITY OF OMAHA, NEBRASKA,
. as Lessee
•
LEASE-PURCHASE AGREEMENT
Dated as of September 1, 1995
01/160668.3
LEASE-PURCHASE AGREEMENT
TABLE OF CONTENTS
(This Table of Contents is not a part of the Lease-Purchase Agreement and is for
convenience of reference.)
Page
RECITALS 1
Section 1. Term of Lease . 1
Section 2. Rental Payments 1 -
Section 3. Place of Payment and Assignment of Rentals 3
Section 4. Repairs and Maintenance 4
Section 5. Insurance, Damage or Destruction 4
Section 6. Condemnation 5
Section 7. Indemnification of Corporation 6
Section 8. . Corporation's Right of Inspection 6
Section 9. Alterations, Additions and Improvements 6
Section 10. Use of Premises 7
Section 11. Subletting . 7
Section 12. No Right of Surrender . 7
Section 13. Acquisition of the Projects 7
Section 14. Termination of Leasehold 9
Section 15. Default 10
Section 16. Donations to City 10
Section 17. Financing 10
01/160668.3
Section 18. Amendment of This Agreement 11
Section 19. Refund of Sales Tax 11
Section 20. Discrimination . . . . 11
Section 21. Authority of Parties 11
Section 22. Compliance With Laws 11
Section 23. Notices 12
Section 24. Waiver 12
Section 25. No Merger 12
Section 26. Benefit 12
Section 27. Section Captions 12
TESTIMONIUM, SIGNATURES, AND SEALS 12
Exhibit A—Schedule of Basic Rent Payable by the City of Omaha, Nebraska
Appendix A—Leasehold Property Descriptions
01/160668.3 ii
LEASE-PURCHASE AGREEMENT
THIS LEASE-PURCHASE AGREEMENT is made and entered into as of this 1st day
of September, 1995 by and between CITY OF OMAHA PARKING FACILITIES
CORPORATION, a Nebraska nonprofit corporation ("Corporation"), and the CITY OF
OMAHA, NEBRASKA, a municipal corporation ("City").
RECITALS:
Corporation hereby leases to City the property described at Appendix A hereto, together -
with all improvements of every kind and description, including such buildings, structures,
fixtures, equipment and personal property thereon and any property of every kind, whether real
or personal, as may, during the term hereof, be situated thereon (the "Projects").
Section 1. .Term of Lease. The term of this Lease-Purchase Agreement (this
"Agreement") shall be 20 years and 14 days beginning as of the date hereof and ending on
September 15, 2015 unless sooner terminated as hereinafter provided.
Section 2. Rental Payments.
(a) Basic Rent. City shall pay to Corporation cash Basic Rent in the amounts
and on or before the dates shown on Exhibit A which is attached hereto and made a part
hereof by this reference. It is the intention of Corporation and City that the Basic Rent
herein specified shall be net to Corporation in each year during the term of this
Agreement, that all costs, expenses and obligations of every kind (except as otherwise
specifically provided in this Agreement) which may arise or become due with respect to
the Projects during the term of this Agreement shall be paid by City and that Corporation
shall be indemnified by City against all such costs, expenses and obligations. In addition
01/160668.3
to Basic Rent, City agrees to pay as Additional Rent the items set forth below under(b).
Basic or Additional Rent (collectively, the "Rental Payments") is not paid when
Ifany ( Y
due, such rent shall draw interest at the rate of 10% per annum from the due date until
paid. •
(b) Additional Rent. City acknowledges:
(i) that under present law, no part of the Projects will be subject to
taxation by the State of Nebraska or any political or taxing subdivision thereof; ,
that Corporation has relied on this factor, among others, in making this
Agreement but that, if the Projects should be subject to taxation, City shall pay
such taxes so that the Basic Rent will be net to Corporation;
(ii) that to raise the funds to pay for the Projects as provided in
Section 13 hereof, Corporation will issue its lease revenue bonds in the aggregate
principal amount of$8,475,000(the "Bonds"), payable from the Basic Rent; that
FirsTier Bank Omaha, N.A., as trustee ("Trustee"), will serve under the
Indenture of Trust dated as of September 1, 1995 between Trustee and
Corporation (the "Indenture") under which the Bonds shall be issued; and that
there will be fees and expenses due to Trustee which shall be payable by City;
and
(iii) that there will be utility, operation, maintenance and other charges
incurred in the use of the Projects which shall be paid by City.
Accordingly, City agrees to pay, as Additional Rent, the following:
01/160668.3 2
(A) all taxes and assessments, general and special, levied or assessed
with respect to the Projects, or any part thereof, during the term hereof, including
any taxes due on the commencement of the term hereof, and all water and sewer
charges, assessments and other governmental charges and impositions whatsoever,
foreseen and unforeseen, and all other utility, operation and maintenance charges
incurred in the operation, maintenance and use of the Projects, with Corporation
promptly forwarding to City any notice, bill or other advice received by ,
Corporation regarding any such taxes, assessments or charges (provided that any
failure by Corporation so to forward any such notice, bill or other advice shall
not release City from its obligation to pay hereunder);
• (B) the fees and expenses of Trustee under the Indenture governing the
issuance of the Bonds, with City paying such fees and expenses as statements are
rendered by Trustee to City; and
(C) the expenses in connection with any audit or examination of
Corporation's records requested by City.
Section 3. Place of Payment and Assignment of Rentals. All Basic Rent shall be paid
directly to Trustee for the benefit of the owners of the Bonds issued by Corporation. Trustee
is the assignee of all of Corporation's rights to collect Basic Rent due hereunder, and, as such
assignee, Trustee may enforce Corporation's rights hereunder to collect and receive Basic Rent.
City shall have the right at its option, exercisable at any time, to prepay the Basic Rent
without prepayment penalty or premium and thereby to terminate this Agreement at any time
while not in default of this Agreement upon 30 days' prior written notice to Corporation and the
01/160668.3 3
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payment by City to Corporation (or to Trustee while any of the Bonds are outstanding) of an
amount sufficient to pay the principal of all then outstanding Bonds, plus any redemption
premium due on such Bonds on their first permitted redemption date, plus interest to accrue on
such Bonds to such redemption date. In such event, City shall continue to pay Trustee's fees
and the Additional Rent items as specified in Section 2(b) hereof until all Bonds are fully paid.
Section 4. Repairs and Maintenance. Throughout the term of this Agreement, City
shall, at its own expense (but insurance proceeds may be used), put and maintain the Projects ,
in good and safe condition and will make or cause to be made all necessary repairs thereto, both
interior and exterior, structural and nonstructural, ordinary and extraordinary, however the
necessity or desirability for repairs may occur, and whether or not necessitated by fire, flood
or other casualty, wear, tear, obsolescence or defects, latent or otherwise. When used in this
Section, the term "repairs" shall include all necessary replacements, renewals, alterations and
betterments. All repairs made by City shall be at least equal in quality and class to the original
work. City shall also, at its own expense, put and maintain in good and safe order, and free.
from dirt, snow, ice, rubbish and other obstructions or encumbrances, the public sidewalks,
gutters and curbs within and adjacent to the Projects.
Section 5. Insurance, Damage or Destruction. (a) City shall obtain and keep in force
during the term of this Agreement fire and extended coverage insurance with respect to the
Projects in an amount at least equal to the full insurable value of the Projects. The term "full
insurable value," as used herein, shall mean the actual replacement value or, at the option of
City, any lesser amount which is equal to or greater than the amount of all of the Bonds then
outstanding. Such insurance shall name City, Corporation and Trustee as insureds as their
01/160668.3 4 (111
interest may appear. So long as City is not in default hereunder, any loss shall be adjusted by
and paid to City. City shall maintain possession of the policies or certificates evidencing such
insurance.
(b) Notwithstanding the foregoing, if City shall insure properties similar to the
Projects by self insurance, City may, at its option, insure the Projects, in whole or in part, by
means of an adequate self-insurance fund set aside and maintained out of its revenues.
(c) No damage to or destruction of any part of the Projects, whether by fire or any ,
other casualty, shall entitle City to terminate this Agreement or to fail to comply with any of its
provisions or in any way suspend, abate or reduce the Rental Payments then due or thereafter
becoming due under the terms of this Agreement as set forth in Section 2 hereof, unless City
shall elect not to replace or restore the Projects and shall provide to Trustee funds sufficient to
redeem a portion of the Bonds then outstanding in an amount equal to the ratio of the dollar
amount of damage to or destruction of the Projects to the principal amount of the Bonds then
outstanding in accordance with the Indenture.
(d) City shall deliver to the Trustee as named insured at or prior to the issuance of
the Bonds a mortgagee's title insurance insurance policy in the amount of$8,475,000 insuring
that the City has fee simple title to the sites of the Projects.
Section 6. Condemnation. If at any time during the term of this Agreement the whole
or any part of the Projects, including the leasehold interest of the Corporation therein, shall be
taken as a result of the exercise of the power of eminent domain or by private purchase in lieu
thereof, such taking shall in no way affect the liability of City to pay the Rental Payments
provided in Section 2 hereof and to perform all of the other obligations of City hereunder, and
01/160668.3 5
City shall, at its own expense, comply with all of the requirements in connection with such
taking. Proceeds of any such condemnation shall be paid to Corporation and applied on the last
unpaid Basic Rent installment for the Projects, unless City shall elect to have a portion of the
Bonds redeemed in an amount equal to the ratio of the dollar amount of the condemnation award
to the principal amount of the Bonds then outstanding, as provided by the Indenture.
Section 7. Indemnification of Corporation. City shall indemnify Corporation and any
of its officers, directors, agents or employees (collectively, the "Indemnified Parties") against
all liabilities, penalties, damages and expenses which may be imposed upon, incurred by or
asserted against the Indemnified Parties as a result of (a) City's performance of, or the failure
of City to perform, any obligation to be performed by City hereunder; (b) any use or condition
of the Projects or any part thereof or any public street, alley, sidewalk, curb, passageway or
space within or adjacent thereto; (c) any personal injury, including death resulting therefrom,
or property damage occurring on or about the Projects or any adjacent street, alley, sidewalk,
curb, passageway or space; (d) the failure of City to comply with any requirement of any
governmental authority; and (e) any construction lien or security agreement filed against the
Projects or any part thereof.
Section 8. Corporation's Right of Inspection. Corporation, its agents and
representatives shall have the right to enter upon the Projects at any reasonable time for the
purpose of inspection.
Section 9. Alterations, Additions and Improvements. City shall have the right to make
any alterations, additions or improvements to the Projects, provided that any such alteration,
addition or improvement shall not cause a diminution of the value of the Projects. Any
01/160668.3 6
alterations, additions or improvements to the Projects shall become a part of the Projects and
be covered by this Agreement. In no event shall Corporation be obligated or required to make
any alterations, additions or improvements except as provided in Section 13 hereof.
Section 10. Use of Premises. The Projects shall be used by City as public parking
facilities and other such uses as City shall deem appropriate from time to time; provided,
however, that any other use of the Projects shall not impair City's use of the Projects as public
parking facilities or the exclusion of interest on the Bonds from the gross income of the holders
thereof for federal income tax purposes.
Section 11. Subletting. City may sublet any part of the Projects for any public parking
uses for a period not extending beyond the term of this Agreement;provided, however, that such
subletting may not impair City's use of the Projects or the exclusion of interest on the Bonds
from the gross income of the holders thereof for federal income taxation purposes. Such
subletting shall not affect the obligation of City to pay the Rental Payments required under
Section 2 of this Agreement.
Section 12. No Right of Surrender. City shall have no right or privilege to surrender
the Projects to Corporation, and City's abandonment of the Projects or City's failure or inability
to use the Projects at any time shall not relieve City of its obligation to pay the Rental Payments
required under Section 2 of this Agreement.
Section 13. Acquisition of the Projects. Corporation agrees that it will acquire and
construct, or cause the acquisition and construction of, the Projects, including the acquisition of
such improvements and related fixtures, equipment and personal property as are necessary for
the Projects to constitute public parking facilities suitable for City's use. The acquisition,
01/160668.3 7
•
construction, furnishing and equipping of the Projects shall be made in accord with plans and
specifications prepared by such Project architects and engineers with such changes as may be
made with the approval of City. Corporation shall have no responsibility for the sufficiency of
the Projects or any part thereof. Corporation agrees to contribute toward the cost of acquisition,
construction, furnishing and equipping of the Projects such proceeds of the sale of the Bonds as
remain after the payment of expenses of issuing the Bonds. Promptly after execution of this
Agreement, Corporation will deposit the net proceeds of the sale of the Bonds with Trustee to ,
be disbursed in payment of costs of acquiring, constructing, furnishing and equipping the
Projects.
A leasehold interest in and to the Projects, including any and all buildings, improvements
and other property (but not including the Project sites in which Corporation has a leasehold
interest pursuant to the Ground Lease Agreement (the "Lease") dated as of September 1, 1995
between City and Corporation), shall vest in Corporation as such property becomes a part of the
Projects, and Corporation shall continue to have such interest therein until City has satisfied all
of its obligations to Corporation under this Agreement and the Projects are conveyed to City.
Upon completion of the acquisition and construction of the Projects, City shall furnish
to Corporation a complete description of all property, both real and personal, covered by this
Agreement. City hereby confirms Corporation's ownership interest in such property, regardless
of whether such property may be initially purchased by Corporation.
Corporation shall have no responsibility to pay any costs of acquiring and constructing
the Projects in excess of the net proceeds of the sale of the Bonds and other moneys provided
by City to Corporation in respect of the Projects.
01/160668.3 8
City agrees that no delay, failure or insufficiency, for any reason whatsoever (including,
in particular, but without limitation, an insufficiency in the amount of Bond proceeds to pay the
cost of the Projects), in the acquisition, construction or operation of the Projects or any part
thereof, shall entitle City to terminate this Agreement or operate in any way to suspend, abate
or reduce the Rental Payments due or to become due under the terms of Section 2 of this
Agreement.
Corporation agrees that any and all amounts received by it from any contractor, supplier
or other person (or any surety under any bond) by reason of breach of contract, failure of
performance, refunds or other adjustments shall be applied toward the costs of the acquisition,
construction or repair of the Projects.
Corporation agrees to cooperate with City if City should request that Corporation issue
its additional or completion bonds and apply the proceeds thereof to additions to or the
completion of the Projects provided that City shall first agree to pay a sufficient additional
amount of Rental Payments to provide for the timely payment of such additional or completion
bonds and related costs and expenses.
Section 14. Termination of Leasehold. Upon City's having paid all of the Rental
Payments and moneys due Corporation hereunder and the termination of this Agreement,
Corporation's leasehold interest in the Projects pursuant to the Lease shall terminate, and City
shall have title to the Projects free and clear of such leasehold interest.
Corporation further covenants and agrees that, after termination of this Agreement,
Corporation will donate to City any Bond proceeds or other moneys provided to Corporation by
01/160668.3 9
City in respect of the Projects and remaining with Corporation after paying all of its debts and
obligations in respect of the Projects.
Section 15. Default. In the event City defaults in the performance of any of its
obligations under this Agreement and such default continues for a period of 30 days after written
notice thereof has been given by Corporation to City and Trustee, Corporation may declare this
Agreement terminated, and City shall thereupon surrender possession of the Projects to
Corporation or to the Trustee pursuant to Section 9.03 of the Indenture; provided, however, no ,
such termination or surrender shall operate to relieve City of its obligation to Corporation to pay
the Rental Payments due hereunder pursuant to Section 2 hereof, including, but not limited to,
the Basic Rent on the dates and in the amounts shown in Exhibit A. Such remedy shall not be
an exclusive remedy.
Section 16. Donations to City. City may receive and accept donations from any person,
firm, corporation or governmental body to assist in the acquisition, construction, furnishing and
equipping of the Projects. Any such donations so received by City (where the use is not
otherwise specified by the donor) shall be held in trust and used only to satisfy City's obligations
under this Agreement and to pay costs of acquiring the Projects.
Section 17. Financing. City consents to and approves of the issuance by Corporation
of the Bonds in the aggregate principal amount of $8,475,000, dated September 15, 1995, on
the terms and conditions specified in the Indenture. City has undertaken to provide ongoing
disclosure for the benefit of Bondholders pursuant to 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.,
01/160668.3 10 (11
§ 240.15c2-12), in that certain Letter Agreement dated September 27, 1995 between the City
and the Trustee.
Section 18. Amendment of This Agreement. City and Corporation agree that, this
Agreement being collateral for the Bonds, no amendment hereto shall be made without the
consent of Trustee.
Section 19. Refund of Sales Tax. Corporation acknowledges that any refund or rebate
of sales or use taxes which it may receive will be attributable to the sales and use tax exemption
of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use
taxes attributable to the acquisition of the Projects. Corporation agrees to take such action, but
at City's expense, as City may request to obtain any such refund or rebate of sales or use taxes.
City agrees that any refund or rebate of sales or use taxes which it receives, including amounts
remitted by Corporation pursuant to this Section 19, will be used to pay costs of acquiring the
Project.
Section 20. Discrimination. The contractor shall not, in performance of this contract,
discriminate or permit discrimination in violation of federal or state or local ordinances because
of race, color, sex, age, political or religious opinions, affiliations or national origin.
Section 21. Authority of Parties. Each of the parties to this Agreement represents that
it has full power and authority to execute, perform and carry out the terms of this Agreement.
Execution of this Agreement has been authorized and directed by appropriate resolutions of the
Board of Directors of Corporation and an ordinance of the City Council of City.
Section 22. Compliance With Laws. Corporation shall comply with all applicable laws,
ordinances, rules and regulations in connection with the acquisition of the Projects.
01/160668.3 11
Section 23. Notices. Any notices required or permitted under this Agreement shall be
in writing and shall be sent by certified or-registered mail, postage prepaid, return receipt
requested, addressed to Corporation at City of Omaha Planning Department, 1819 Farnam
Street, Suite 1100, Omaha, Nebraska 68183 and to City at Omaha-Douglas Civic Center, 1819
Farnam Street, Omaha, Nebraska 68183 or to such other address as a party shall designate. Any
notice shall be deemed to have been given at the time it is duly deposited in any United States
Post Office.
Section 24. Waiver. Any waiver at any time by a party to this Agreement of its rights
with respect to a default under this Agreement or with respect to any other matter arising out
of or in connection therewith shall not be deemed a waiver with respect to any subsequent
default or matter.
Section 25. No Merger. Neither this Agreement, the Lease nor any provisions hereof
or thereof shall be construed to effect a merger of the title of City to the Project sites and City's
leasehold interest herein.
Section 26. Benefit. This Agreement shall be binding upon and shall inure to the benefit
of the parties and their successors or assigns.
Section 27. Section Captions. The section captions contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.
01/160668.3 12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the day and year first above written.
[SEAL] CITY OF OMAHA PARKING FACILITIES
CORPORATION
ATTEST:
By
President
Secretary
[SEAL] CITY OF OMAHA, NEBRASKA ♦-
ATTEST:
By
NTay r
City Cl
•
APPROVED AS TO FORM:
Assistant Ci ttorn
0 1/1 60668.3 13
STATE OF NEBRASKA )
) ss.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this a of September, 1995
g g
by GREGORY A. PETERSON, President, and LARRY LAHAIE, Secretary, of CITY OF
OMAHA PARKING FACILITIES CORPORATION, on behalf of Corporation.
Notary Public
(SEAL)
STATE OF NEBRASKA ) `
) ss.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this/'day of September, 1995
by HAL DAUB, Mayor of the City of Omaha, Nebraska, and by MARY GALLIGAN
CORNETT, City Clerk, of the CITY OF OMAHA, NEBRASKA, on behalf of City.
4sENERAL NOTARY-State of Nebraska G j 2d 7
SANDRA L MOSES Notary Public
My Comm.Exp.July 29,1996
(SEAL) 1
O1/160668.3 14
' EXHIBIT A
SCHEDULE OF BASIC RENT
PAYABLE BY THE CITY OF OMAHA, NEBRASKA
Date Principal Interest Total
03/15/96 $ 0 $224,461.25 $224,461.25
09/15/96 265,000 224,461.25 489,461.25
03/15/97 0 219,426.25 219,426.25
09/15/97 275,000 219,426.25 494,426.25
03/15/98 0 213,857.50 0 213,857.50
09/15/98 285,000 213,857.50 498,857.50
03/15/99 0 207,872.50 207,872.50
09/15/99 295,000 207,872.50 502,872.50
03/15/00 0 201,456.25 201,456.25
09/15/00 310,000 201,456.25 511,456.25
03/15/01 0 194,558.75 194,558.75
09/15/01 320,000 194,558.75 514,558.75
03/15/02 0 187,198.75 187,198.75
09/15/02 335,000 187,198.75 522,198.75
03/15/03 0 179,242.50 179,242.50
09/15/03 355,000 179,242.50 534,242.50
03/15/04 0 170,633.75 170,633.75
09/15/04 370,000 170,633.75 540,633.75
03/15/05 0 161,476.25 161,476.25
09/15/05 390,000 161,476.25 551,476.25
03/15/06 0 151,628.75 151,628.75
09/15/06 410,000 151,628.75 561,628.75
03/15/07 0 140,968.75 140,968.75
09/15/07 430,000 140,968.75 570,968.75
03/15/08 0 129,466.25 129,466.25
09/15/08 450,000 129,466.25- 579,466.25
03/15/09 0 117,091.25 117,091.25
09/15/09 475,000 117,091.25 592,091.25
03/15/10 0 103,791.25 103,791.25
09/15/10 505,000 103,791.25 608,791.25
03/15/11 0 89,398.75 89,398.75
09/15/11 535,000 89,398.75 624,398.75
03/15/12 0 73,482.50 73,482.50
09/15/12 565,000 _ 73,482.50 638,482.50
03/15/13 0 56,673.75 56,673.75
09/15/13 600,000 56,673.75 656,673.75
03/15/14 0 38,823.75 38,823.75
01/160668.3 0
09/15/14 635,000 38,823.75 673,823.75
03/15/15 0 19,932.50 19,932.50
09/15/15 670,000 19,932.50 689,932.50
01/160668.3 A-20
APPENDIX A
LEASEHOLD PROPERTY DESCRIPTION
Omaha-Park Four Project
Lots 1 through 8 and the vacated alley in Block 176, original City of Omaha, Douglas
County, Nebraska.
Omaha-Park Five Project
Lots 3, 4, 5, and 6 and the adjoining vacated alley in Block 79, original City of Omaha,
Douglas County, Nebraska.
01/160668.3
fi
CITY OF OMAHA, NEBRASKA,
as Lessor
to
CITY OF OMAHA PARKING FACILITIES CORPORATION,
as Lessee
GROUND LEASE AGREEMENT
Dated as of September 1, 1995
01/1610183
t
•�1
GROUND LEASE AGREEMENT
THIS GROUND LEASE AGREEMENT is made and entered into as of the 1st day of
September, 1995 by and between the CITY OF OMAHA,NEBRASKA, a municipal corporation
("City"), as lessor, and CITY OF OMAHA PARKING FACILITIES CORPORATION, a
Nebraska nonprofit corporation ("Corporation"), as lessee.
RECITALS:
City, in consideration of the covenants of Corporation hereinafter set forth, does by these
presents lease to Corporation two parcels of ground, both located in the City of Omaha,
Nebraska, more specifically described at Appendix A hereto.
TO HAVE AND TO HOLD the same unto Corporation from, on and after the date-
hereof to and including the earlier of(i) September 15,2015 and (ii) the termination date of that
Lease-Purchase Agreement dated as of September 1, 1995 by and between Corporation, as
lessor, and City, as lessee, and City warrants to Corporation the peaceful and quiet enjoyment
of the premises hereby leased for and during the term hereof.
Corporation, in consideration of the leasing of the premises as above set forth,has agreed
with City to pay City as rent for the use of the same the sum of Ten Dollars ($10.00)per year,
which rent has been paid by Corporation for the entire term, the receipt and sufficiency of which
are hereby acknowledged by City.
Corporation further covenants with City that at the expiration of the term of this Lease
Agreement, peaceable possession of said premises, together with any buildings or improvements
now or hereafter situated thereupon during the lease term, shall be given to City.
It is further covenanted and agreed between the parties hereto that the leased premises
shall be used only in connection with the provision of public parking facilities and functions
incidental thereto.
The covenants herein shall extend to and be binding upon the successors and assigns of
the parties to this Lease Agreement.
01/161018.3
�F
IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be
executed by their duly authorized officers as of the day and year first written above.
[SEAL] CTTY OF RAS
ATTEST:
By
or
By
Cler
[SEAL] CITY OF OMAHA PARKING FACILITIES
S
CORPORATION
ATTEST:
By
By President
Secretary
APPROVED AS TO FORM:
•
By
tart oun ttorne
01/1610183 2
T
STATE OF NEBRASKA ) .
) SS.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this/day of September, 1995
by HAL DAUB, Mayor of the City of Omaha, Nebraska, and by MARY GALLIGAN
CORNETT, City Clerk, of the CITY OF OMAHA, NEBRASKA, on behalf of City.
L.,RAL NOTARY-State of Nebraska
SANDRA L MOSES
[$EAL] Mly Comm.Exp.July 29,1996
,.-(4
Notary Public
My commission expires: 4 _,,2, /�'9� ,
STATE OF NEBRASKA )
) SS.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this day of September, 1995,
by GREGORY A. PETERSON, President, and LARRY LAHAIE, Secretary, of CITY OF
OMAHA PARKING FACILITIES CORPORATION, on behalf of Corporation.
[SEAL]
Notary Public
My commission expires:
01/1610183 3
APPENDIX A
Legal Description of Omaha-Park Four Project
Lots 1 through 8 and the vacated alley in Block 176, original City of Omaha, Douglas
County, Nebraska.
Legal Description of Omaha-Park Five Project
Lots 3, 4, 5, and 6 and the adjoining vacated alley in Block 79, original City of Omaha,.
Douglas County, Nebraska.
01/1610183 '0
E .
A ' 6 tz C
DRAFT
KUTAK ROCK
09/08/95
CITY OF OMAHA PARKING FACILITIES CORPORATION
to
FIRSTIER BANK OMAHA, N.A.
as Trustee
INDENTURE OF TRUST
Dated as of September 1, 1995
01/160667.4 0
•
tl
TABLE OF CONTENTS
(This Table of Contents is not part of the Indenture of Trust and is only for convenience
of reference.)
Page
PARTIES 1
RECITALS 1
ARTICLE I
DEFINITIONS 3
ARTICLE II
ISSUANCE AND EXECUTION OF BONDS
Section 2.01. Issuance of Bonds 5
Section 2.02. Terms, Medium and Place of Payment 5
Section 2.03. Execution - 6
Section 2.04. Form of Bonds 6
Section 2.05. Certificate of Authentication 6
Section 2.06. Authorization and Delivery 6
Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds 6
Section 2.08. Registration and Transfer of Bonds 7
Section 2.09. Additional Bonds 7
• Section 2.10. Refunding Bonds 8
Section 2.11. Temporary Bonds 9
Section 2.12. Book-Entry-Only Bonds 9
ARTICLE III
REDEMPTION OF BONDS BEFORE MATURITY
Section 3.01. Bonds Redeemable 11
Section 3.02. Optional Redemption 11
Section 3.03. Sinking Fund Redemption 11
Section 3.04. Extraordinary Optional Redemption 12
Section 3.05. Notice of Redemption 12
Section 3.06. Cancellation of Bonds 13
01/160667.4
• t
ARTICLE IV
GENERAL COVENANTS
Section 4.01. Payment of Bonds 13
Section 4.02. Books and Records; Annual Accounting 13
Section 4.03. Trustee Enforcement of Agreement 13
Section 4.04. Reserved 13
Section 4.05. Parity Bonds 14
Section 4.06. Corporate Existence 14
Section 4.07. Arbitrage and Tax Covenants 14
ARTICLE V
BOND FUND
Section 5.01. Bonds Secured by Basic Rent Payments 15
Section 5.02. Creation of Bond Fund 15
Section 5.03. Deposits to Bond Fund 15
Section 5.04. Use of Moneys in Bond Fund 15
Section 5.05. Custody of Bond Fund; Withdrawals 15
Section 5.06. Unclaimed Moneys 15
Section 5.07. Additional Rent 16
ARTICLE VI
ACQUISITION FUND
Section 6.01. Creation of Acquisition Fund 16
Section 6.02. Use of Moneys in Acquisition Fund 16
Section 6.03. Requisitions 16
ARTICLE VII
INVESTMENTS 16
ARTICLE VIII
DISCHARGE OF I IFN AND DEFEASANCE 17
01/160667.4 ll
•
ARTICLE IX
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND BONDHOLDERS
Section 9.01. Events of Default 19
Section 9.02. Acceleration 19
Section 9.03. Other Remedies 20
Section 9.04. Limitation on Bondholders' Right To Institute Proceedings 20
Section 9.05. Possession of Bonds Not Required for Enforcement 20
Section 9.06. Waiver 20
Section 9.07. Application of Moneys 20
Section 9.08. Restoration to Former Position 22
Section 9.09. Bondholders' Right To Direct Proceedings 22
ARTICLE X
THE TRUSTEE
Section 10.01. Acceptance of Trusts 22
Section 10.02. Limitations on Liability 23
Section 10.03. Dealings in Bonds 23
Section 10.04. Compensation 23
ARTICLE XI
AMENDMENT OF INDENTURE
Section 11.01. Supplemental Indentures Not Requiring Consent of Bondholders 23
Section 11.02. Supplemental Indentures Requiring Consent of Bondholders 24
Section 11.03. Consent of Trustee Required 25
ARTICLE XII
AMENDMENT OF THE LEASE AGREEMENT
Section 12.01. Amendment of Agreement Not Requiring Consent of Bondholders 25
Section 12.02. Amendment of Agreement Requiring Consent of Bondholders 25
Section 12.03. Consent of Trustee Required 25
01/160667.4 ill
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Execution of Instruments; Proof of Ownership 25
Section 13.02. Counterparts 26
Section 13.03. No Personal Liability of Corporation Officials; Limited Liability of
Corporation to Bondholders 26
Section 13.04. Severability 26
EXHIIBIT A—Form of Bond
EXHIIBIT B—Form of Requisition
EXHIBIT C—Form of Blanket Issuer Letter of Representations
•
01/160667.4 iv
INDENTURE OF TRUST
•
THIS INDENTURE OF TRUST is made and entered into as of the 1st day of September,
1995 by and between CITY OF OMAHA PARKING FACILITIES CORPORATION, a
Nebraska nonprofit corporation ("Corporation"), and FIRSTIER BANK OMAHA, N.A., a
national banking association organized under the laws of the United States of America, with a
corporate trust office in the City of.Omaha, Nebraska, as trustee ("Trustee").
RECITALS:
WHEREAS, Corporation, as lessor, has entered into a Lease-Purchase Agreement dated
as of September 1, 1995 (the "Agreement") with the City of Omaha, Nebraska ("City"), as
lessee, under which Corporation has leased to City certain real and personal property situated
in Omaha, Nebraska, the realty being described at Appendix A to the Agreement, which realty,
together with the improvements, fixtures, equipment and such personal property as may be
situated thereon, is herein referred to as the "Projects"; and
WHEREAS, in order to obtain a portion of the funds for the acquisition, construction,
furnishing and equipping of the Projects, it is necessary for Corporation to issue its Bonds in the
aggregate principal amount of Eight Million Four Hundred Seventy-Five Thousand and 00/100
Dollars ($8,475,000) (the "Bonds"); the Bonds are secured by a pledge of the Basic Rent (as
hereinafter defined) to become due under the Agreement, and Trustee has agreed to act as
Trustee under this Indenture of Trust (this "Indenture") for the benefit of the owners of the
Bonds issued as hereinafter provided;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:
WITNESSETH:
Corporation, in consideration of the premises, the acceptance by Trustee of the trusts
hereby created, the purchase and acceptance of the Bonds by the original purchasers thereof,
receipt of the sum of One Dollar ($1.00) lawful money of the United States of America to it
duly paid by Trustee at or before the execution and delivery of these presents, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
in order to secure the payment of the principal of and interest on the Bonds issued as herein
provided according to their tenor and effect, and the performance and observance by Corporation
of all the covenants expressed or implied herein and in the Bonds, does hereby grant, bargain,
sell, convey and pledge unto Trustee, and its successors in trust, and to them and their assigns
forever, for the securing of the performance of the obligations of Corporation hereinafter set
forth, the following:
1. All revenues and income derived by Corporation from the Projects,
including, without limitation, all Rental Payments received by Corporation from City
•
01/160667.4
under the Agreement, such payments to be made by City directly to Trustee and
• deposited by Trustee in an account of Corporation designated "Bond Fund."
2. Any and all other property of every name and nature from time to time
hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned
or transferred, as and for additional security hereunder by Corporation or by anyone in
its behalf (or with its written consent) to Trustee, which is hereby authorized to receive
any and all such property at any time and to hold and apply the same, subject to the
terms hereof.
TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby
conveyed and assigned, or agreed or intended so to be, to Trustee and its respective successors
in trust and to them and their assigns forever:
IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth for the equal
and proportionate benefit, security and protection of all owners of Bonds issued under and
secured by this Indenture, without privilege, priority or distinction as to the lien or otherwise
of any of the Bonds or interest thereon over any of the other said Bonds or interest thereon.
PROVIDED, HOWEVER, that if Corporation, its successors or assigns shall well and
truly pay, or cause to be paid, the principal of and interest on the Bonds due or to become due
thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and
meaning thereof, and shall make the payments to the Bond Fund as required under Article V
hereof, or shall provide as permitted hereby, for the payment thereof by depositing with Trustee
the entire amount due or to become due thereon, and shall well and truly keep, perform and
observe all the covenants and conditions pursuant to the terms of this Indenture to be kept,
performed and observed by it, and shall pay or cause to be paid to Trustee all sums of money
• due or to become due to it in accordance with the terms and provisions hereof, then upon such
final payments this Indenture and the rights hereby granted shall cease, determine and be void,
otherwise this Indenture to be and remain in full force and effect.
THIS TRUST INDENTURE FURTHER WITNESSETH: that all Bonds issued and
secured hereunder or to be issued, authenticated and delivered, and all the revenues, income and
other property hereby pledged, including the Rental Payments due under the Agreement, are to
be dealt with and disposed of under, upon and subject to the terms, conditions, trusts, uses and
purposes hereinafter expressed, and Corporation has agreed and covenanted and does hereby
agree and covenant with Trustee and with the respective owners, from time to time, of the
Bonds, as follows.
01/160667.4 2
ARTICLE I
DEFINITIONS
In addition to the words and terms elsewhere defined in this Indenture, the following
words and terms as used in this Indenture shall have the following meanings, unless the context
or use indicates another or different meaning or intent.
"Acquisition Fund" means the Fund created by Article VI of this Indenture, into which
the net proceeds of the sale of the Bonds shall be deposited and out of which disbursements are
to be made in the manner and for the purpose specified in Article VI of this Indenture.
"Additional Rent" means the amounts City is required by the Agreement to pay with
respect to the Projects, in addition to the Basic Rent.
"Agreement" means the Lease-Purchase Agreement dated as of September 1, 1995 by and
between Corporation and City, together with any amendments thereto.
"Basic Rent" means the amounts City is required by the Agreement to pay to Corporation
as rent for the Projects.
"Bond" or "Bonds" means any bond or bonds issued pursuant to, in accordance with, and
secured by this Indenture.
"Bond Fund" means the Fund created by Article V of this Indenture into which the funds
specified in Article V are to be deposited.
"Bondholder(s)" means the owner of any Bond.
"Bonds" means the$8,475,000 of Corporation's Lease Revenue Bonds(Omaha-Park Four
and Omaha-Park Five Projects), Series 1995.
"Bonds of Other Series" means bonds issued hereunder other than the Bonds.
"Bond Year" means the period of time beginning on September 15 of a given year and
ending on September 14 of the immediately subsequent year (or the maturity date of the Bonds,
whichever is earlier).
"City" means the City of Omaha, Nebraska.
"Code" means the Internal Revenue Code of 1986, as amended, including the United
States Treasury Regulations proposed or in effect with respect thereto and applicable to the
Bonds or the use of the proceeds thereof.
01/160667.4 3
"Corporation" means City of Omaha Parking Facilities Corporation, a Nebraska nonprofit
corporation.
"Indenture" means this Indenture of Trust, together with any supplements hereto.
"Letter of Instructions" means the letter of nationally recognized bond counsel describing
the application of the rebate provisions of the Code.
"Outstanding" or "Bonds outstanding hereunder" means all Bonds which have been
authenticated, issued and delivered under this Indenture except:
(a) bonds cancelled because of payment;
(b) bonds for the payment or redemption of which cash funds or United States
Government Obligations as provided in Article VIII shall have been theretofore deposited
with Trustee, whether upon or prior to the maturity or redemption date of any of said
Bonds; and
(c) bonds in lieu of which others have been authenticated as provided under
Article II hereof.
"Person" includes natural persons, firms, associations, corporations and public bodies.
"Projects" means the real and personal property described on the first page hereof and
Exhibit A to the Agreement and the Lease and all property now or hereafter constructed or
placed thereon.
"Record Date" means the first day of any month containing an interest payment date,
namely March 1 and September 1.
"Rental Payments" means, collectively, the Basic Rent and the Additional Rent.
"Trustee" or "Paying Agent" means FirsTier Bank Omaha, N.A., and its corporate
successor or successors in trust under this Indenture.
"United States Government Obligations" means direct general obligations of, or
obligations the payment of the principal and interest of which are unconditionally guaranteed by,
the United States of America, which are not subject to prior redemption except at prices which
will produce the amount of cash required for the purpose for which the obligations are held.
01/160667.4 4 /" /�
ARTICLE II
ISSUANCE AND EXECUTION OF BONDS
Section 2.01. Issuance of Bonds. The Bonds in the aggregate principal amount of Eight
Million Four Hundred Seventy-Five Thousand Dollars ($8,475,000) shall be issued by
Corporation as soon as practicable on or following the date of execution of this Indenture, and
the proceeds thereof, net of accrued interest, if any, shall be delivered to Trustee to be deposited
by Trustee in the Acquisition Fund.
The Bonds shall not be a debt of City or a pledge of its faith and credit but, together with
interest thereon, shall be payable solely out of the Rental Payments paid by City to Corporation
under the Agreement.
Section 2.02. Terms, Medium and Place of Payment. The Bonds shall be issued as
fully registered bonds, without coupons, in the denomination of$5,000 or any integral multiple
thereof. The Bonds shall be numbered in consecutive numerical order from one upwards in
chronological order, as issued, or shall be numbered in any other manner as the Acting Finance
Director of City shall determine. The Bonds shall be dated September 15, 1995 and shall
become due and payable on September 15 of the years and shall bear interest at the rates per
annum as shown below:
Maturity Date Interest Rate
(September 15) Amount
1996 $ 265,000
1997 275,000
1998 285,000
1999 295,000
2000 310,000
2001 320,000
2002 335,000
2003 355,000
2004 370,000
2005 390,000
2006 410,000
2007 430,000
2008 450,000
2009 475,000
2010 505,000
2015 3,005,000
01/160667.4 5
The Bonds shall bear interest from September 15, 1995 and shall be payable semiannually
on March 15 and September 15 of each year, starting March 15, 1996.
The principal of the Bonds shall be payable in lawful money of the United States of
America at the principal office of Trustee in Omaha, Nebraska, or its successor. Payment of
interest on the Bonds shall be made to the registered owner thereof and shall be paid (i) by check
or draft mailed to the registered owner at his address as it appears on the registration books of
Corporation on the Record Date or'at such other address as is furnished to Trustee in writing
by such registered owner or (ii) by wire transfer to the registered owner of $1,000,000 in
aggregate principal amount of the Bonds upon written notice by the registered owner given to
Trustee not later than the close of business on the Record Date.
Section 2.03. Execution. The Bonds shall be executed on behalf of Corporation by the
President and Secretary of Corporation, each of whose signatures may be a facsimile of the
signature, and the seal, or a facsimile thereof, of Corporation shall be placed on each Bond.
In case any officer whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of such Bonds, such signature shall, nevertheless, be valid and sufficient for
all purposes, the same as if such officer had remained in office until delivery.
Section 2.04. Form of Bonds. The Bonds shall be in substantially the form set forth
in Exhibit A hereto with such variations, omissions and insertions as are permitted or required
by this Indenture and are deemed advisable by nationally recognized bond counsel to effectuate
the purposes of this Indenture.
Section 2.05. Certificate of Authentication. Only such Bonds as shall have endorsed
thereon a Certificate of Authentication substantially in the form set forth in Exhibit A hereto,
duly manually executed by Trustee, shall be entitled to any right or benefit under this Indenture.
No Bond shall be valid or obligatory for any purpose unless and until such Certificate of
Authentication shall have been duly executed by Trustee, and such executed Certificate shall be
conclusive evidence that such Bond has been authenticated under this Indenture.
Section 2.06. Authorization and Delivery. Upon the execution and delivery of this
Indenture, Corporation shall execute the Bonds and deliver same to Trustee, who shall
authenticate the Bonds. The Bonds shall then be delivered to the original purchasers of the
Bonds upon the payment of the purchase price not less than % of the principal amount
thereof, together with interest to the date of payment and delivery of the Bonds.
Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond issued
hereunder shall become mutilated, destroyed, stolen or lost, Corporation shall, if not then
prohibited by law, cause to be executed, and Trustee may authenticate and deliver, a new Bond
of like date, number, maturity and tenor in exchange and substitution therefor, and upon
cancellation of such mutilated Bond, or in lieu of and in substitution for such lost Bond, upon
the owner paying the reasonable expenses and charges of Corporation and Trustee in connection
therewith, and, in case of a Bond destroyed or lost, the owner filing with Trustee evidence
01/160667.4 6
_ l
satisfactory to it that such Bond was destroyed or lost, and furnishing Corporation and Trustee
with indemnity satisfactory to them.
Section 2.08. Registration and Transfer of Bonds. Corporation shall cause books for
the registration and for the transfer of the Bonds as provided in this Indenture to be kept by
Trustee. At reasonable times and under reasonable regulations established by the Corporation,
such list may be inspected and copied by the owners (or a designated representative thereof) of
25% or more in aggregate principal amount of Bonds then Outstanding.
Upon surrender for transfer of any Bond at the principal office of Trustee, Trustee shall
deliver in the name of the transferee or transferees a new fully authenticated and registered Bond
of$5,000 principal amount (or integral multiple thereof) of the same maturity for the aggregate
principal amount which the Bondholder is entitled to receive.
All Bonds presented for transfer, redemption or payment shall be accompanied by a
written instrument or instruments of transfer or authorization for exchange, in form and with
guaranty of signature as set forth in the form of Exhibit A hereto or as may be satisfactory to
Corporation and Trustee, duly executed by the Bondholder or by his duly authorized attorney.
Trustee also may require payment from the Bondholder of a sum sufficient to cover any
tax, or other governmental fee or charge that may be imposed in relation thereto. Such taxes,
fees and charges shall be paid before any such new Bond shall be delivered.
Corporation and Trustee, on behalf of Corporation, shall not be required (a) to issue or
register the transfer of any Bond during a period beginning on the Record Date and ending at
the close of business on the business day next preceding any principal payment date or (b) to
transfer any Bond selected, called or being called for redemption in whole or in part.
Bonds delivered upon any transfer as provided herein, or as provided in Section 2.07
hereof, shall evidence the same debt as the Bond surrendered, shall be secured by this Indenture
and shall be entitled to all of the security and benefits hereof to the same extent as the Bond
surrendered.
Corporation and Trustee shall treat the Bondholder, as shown on the registration books
kept by Trustee, as the person exclusively entitled to payment of principal, premium, if any, and
interest and the exercise of all other rights and powers of the Bondholder, except that all interest
payments will be made to the Bondholder as of the Record Date.
Section 2.09. Additional Bonds. Additional series of bonds having status and rank equal
to the Bonds may be issued from time to time under the terms of this Indenture, providing for
such interest rates and other characteristics as shall be fixed and determined by Corporation and
as set forth in a supplemental indenture, and provided there must be compliance with each of
the following:
O1/160667.4 7
(1) Corporation is not in default under this Indenture;
(2) City is not in default under the Agreement;
(3) Corporation and City shall, prior to the issuance of such Bonds of Other
Series, have entered into an amendment to the Agreement to increase the Basic Rent
payable by City to provide sufficient additional funds at the times and in the amounts
necessary to pay the principal of and interest on both the outstanding Bonds and the
proposed Bonds of Other Series, including any principal due on the Bonds of Other
Series due by mandatory redemption provisions and to provide that City will pay as
Additional Rental the fees and expenses of Trustee with respect to the Bonds of Other
Series;
(4) each issue of Bonds of Other Series shall be designated by some name to
indicate that such Bonds are of a different series than the Bonds; and
(5) the issuance of such Bonds of Other Series shall have been approved by
City.
Section 2.10. Refunding Bonds. Bonds to refund all or any of the Bonds outstanding
hereunder may be issued at any time provided there is compliance with each of the following:
(1) Corporation is not in default under this Indenture, or the default will be
cured immediately after issuance of the refunding bonds;
(2) City is not in default under the Agreement;
(3) Basic Rent payable by City under the Agreement shall be sufficient to pay,
when due, the principal of and interest on all Bonds to be outstanding, including the
refunding bonds;
(4) the issuance of the refunding bonds shall in no manner adversely affect the
exclusion from gross income of the interest on the Bonds for federal income tax
purposes;
(5) the proceeds of the refunding bonds shall be applied in such manner that
the Bonds being refunded are no longer outstanding hereunder after issuance of the
refunding bonds; and
(6) the issuance of such refunding bonds shall have been approved by City.
Any such refunding bonds shall bear interest and be on such other terms and conditions as shall
be determined by Corporation. Refunding bonds issued in compliance with the foregoing
provisions shall have rank and status equal to the Bonds.
O1/160667.4 .8 4'
Section 2.11. Temporary Bonds. Until Bonds in definitive form are ready for delivery,
Corporation may execute, and upon the request of Corporation, Trustee shall authenticate and
deliver to the purchasers thereof, subject to the provisions, limitations and conditions set forth
above, one or more Bonds in temporary form, whether printed, type-written, lithographed or
otherwise produced, substantially in the form of the definitive Bonds, with appropriate
omissions, variations and insertions, and in authorized denominations. Until exchanged for
Bonds in definitive form, such Bonds in temporary form shall be entitled to the lien and benefit
of this Indenture. Upon the presentation and surrender of any Bond or Bonds in temporary
form, Corporation shall, without unreasonable delay, prepare, execute and deliver to Trustee,
and Trustee shall authenticate and deliver to the owner or owners thereof, in exchange therefor,
a Bond or Bonds in definitive form. Such exchange shall be made by Trustee without making
any charge therefor to the owners of such Bonds in temporary form.
Section 2.12. Book-Entry-Only Bonds. (a) The Bonds shall initially be issued in
book-entry form. The Depository Trust Company, New York, New York (the "Depository")
is hereby appointed the Depository for the Bonds. The Blanket Issuer Representations Letter,
attached hereto as Exhibit C and incorporated herein by this reference, dated as of the date of
delivery of the Bonds and signed by Corporation and the Depository, is hereby approved, and
the execution by the President of Corporation is hereby authorized. The ownership of one fully
registered Bond for each maturity as set forth in Section 2.02 hereof, each in the aggregate
principal amount of such maturity, shall be registered in the name of Cede & Co., as nominee
for the Depository. Payment of semiannual interest on any Bond registered as of each Record
Date in the name of Cede & Co. shall be made in same-day funds of its equivalent, by wire
transfer to the account of Cede & Co. on the interest payment dates and the respective maturity
dates for the Bonds, at the address indicated on the Record Date for Cede & Co. in the
registration books of Corporation kept by Trustee.
(b) Trustee and Corporation may treat the Depository (or its nominee) as the sole and
exclusive owner of the Bonds registered in its name for the purposes of payment of the principal
of and interest on the Bonds, giving any notice permitted or required to be given to Bondholders
under this Indenture, registering the transfer of Bonds, obtaining any consent or other action to
be taken by Bondholders and for all other purposes whatsoever, and neither Trustee nor
Corporation shall be affected by any notice to the contrary.
(c) Corporation and Trustee shall have no responsibility or obligation to any securities
broker-dealer, bank, trust company, clearing corporation or other organization for which the
Depository holds Bonds as securities depository (each, a "Participant") or to any Participant and
the person for whom it acquires an interest in the Bonds as nominee (each, a "Beneficial
Owner") with respect to the following:
(i) the accuracy of the records of the Depository, any nominees of the
Depository or any Participant with respect to any ownership interest in the Bonds;
O1/160667.4 9 :4\
- i
(ii) the delivery to any Participant, any Beneficial Owner or any other person,
other than the Depository, of any notice with respect to the Bonds, including any notice
of redemption; or
(iii) the payment to any Participant, any Beneficial Owner or any other person,
other than the Depository, of any amount with respect to the Bonds. Trustee shall make
payments with respect to the Bonds only to or upon the order of the Depository or its
nominee, and all such payments shall be valid and effective fully to satisfy and discharge
the obligations with respect to such Bonds to the extent of the sum or sums so paid. No
person other than the Depository shall receive an authenticated Bond.
(d) Notwithstanding any other provision of this Indenture to the contrary, so long as
any Bond is registered in the name of the Depository or any nominee thereof, all payments with
respect to such Bond and all notices with respect to such Bond shall be made and given,
respectively, to the Depository as provided in the Blanket Issuer Representations Letter.
(e) Upon receipt by Trustee of written notice from the Depository to the effect that
the Depository is unable or unwilling to discharge its responsibilities or upon receipt by Trustee
of written notice from Corporation to the effect that Corporation has determined that the
Depository is incapable of discharging its responsibilities, Trustee shall issue, transfer and
exchange Bonds requested by the Depository in appropriate amounts. Whenever the Depository
requests Trustee to do so, Trustee will cooperate with the Depository in taking appropriate action
after reasonable notice (i) to arrange, with the prior written consent of Corporation, for a
substitute depository willing and able upon reasonable and customary terms to maintain custody
of the Bonds or (ii) to make available Bonds registered in whatever name or names the
Beneficial Owners transferring or exchanging such Bonds shall designate.
(f) If Corporation determines that it is desirable that certificates representing the
Bonds be delivered to the Participants and/or Beneficial Owners of the Bonds and so notifies
Trustee in writing, Trustee shall so notify the Depository, whereupon the Depository will notify
the Participants of the availability through the Depository of bond certificates representing the
Bonds. In such event, Trustee shall issue, transfer and exchange bond certificates representing
the Bonds as requested by the Depository in appropriate amounts and in authorized
denominations.
(g) Registered ownership of the Bonds may be transferred on the books of registration
maintained by Trustee, and the Bonds may be delivered in physical form to the following:
(1) any successor securities depository or its nominee;
(2) any person, upon (A) the resignation of the Depository from its functions
as depository or (B) termination of the use of the Depository pursuant to this Section.
01/160667.4 10C.)
(h) In the event of any partial redemption of a Bond unless and until such partially
redeemed Bond has been replaced in accordance with the provisions of Section 2.08 of this
Indenture, the books and records of Trustee shall govern and establish the principal amount of
such Bond as is then outstanding, and all of the Bonds issued to the Depository or its nominee
shall contain a legend to such effect.
(i) If for any reason the Depository resigns and is not replaced, Corporation shall
immediately provide a supply of printed bond certificates for issuance upon the transfers from
the Depository and subsequent transfers or in the event of a partial redemption pursuant to
Section 2.08 of this Indenture.
(j) In the event that the Bonds are no longer held in book-entry form, payment of
interest on the Bonds shall be made to the registered owners thereof as provided by Section 2.02
hereof.
ARTICLE III
REDEMPTION OF BONDS BEFORE MATURITY
Section 3.01. Bonds Redeemable. The Bonds are noncallable for redemption except
pursuant to Sections 3.02, 3.03 and 3.04 hereof.
Section 3.02. Optional Redemption. The Bonds maturing on and after September 15,
2006 are subject to redemption by Corporation from any source, in whole at any time, or in part
on any interest payment date, in such order of maturities as determined by Corporation (and by
lot or other random selection method within a maturity) on or after September 15, 2005, at the
following redemption prices expressed as a percentage of the principal amount of the Bonds to
be redeemed, plus interest accrued thereon to the date of redemption:
Redemption Period
(dates inclusive) Redemption Price
September 15, 2005 to September 14, 2006 102%
September 15, 2006 to September 14, 2007 101
September 15, 2007 and thereafter 100
Section 3.03. Sinking Fund Redemption. The Bonds maturing September 15, 2015 are
subject to mandatory redemption from Basic Rent sinking fund payments prior to their respective
maturity dates, by lot (or other random selection method) selected by Trustee, at a price of par
without premium on September 15, 2011, and on each September 15 thereafter in the years and
principal amounts set forth below:
01/160667.4 1 1
Year Principal Amount
2011 $
2012
2013
2014
2015 (maturity)
To the extent that such Bonds have been previously called for redemption in part and
otherwise than from the sinking fund, each related aforesaid annual sinking fund payment for
the Bonds of such maturity shall be reduced by the amount obtained by multiplying the principal
amount of such Bonds of such maturity so called for redemption, by the ratio which each annual
sinking fund payment for the Bonds of such maturity bears to the total sinking fund payments
of such Bonds subject to sinking fund redemption, and by rounding each sinking fund payment
to the nearest $5,000 multiple.
In case a Bond subject to sinking fund redemption is of a denomination larger than
$5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed, but Bonds
shall be redeemed only in the principal amount of$5,000 each or any integral multiple thereof.
On or before the thirtieth day prior to each such sinking fund payment date, Trustee shall
proceed to select for redemption (by lot in such manner, as Trustee may determine), from all
outstanding Bonds subject to sinking fund redemption, a principal amount of such Bonds, equal
to the aggregate principal amount of such Bonds redeemable with the required sinking fund
payment, and shall call such Bonds or portions thereof($5,000 or any integral multiple thereof)
for redemption from such sinking fund on the next September 15, and give notice of such call.
Section 3.04. Extraordinary Optional Redemption. The Bonds are subject to
redemption at any time in whole, or in part, in the event of damage to or destruction of one or
both of the Projects or condemnation thereof and election by City that the proceeds of such
damage, destruction or condemnation award shall not be used to rebuild or restore the affected
Project or the Projects. Any such redemption shall be at the principal amount of the Bonds
equal to the ratio of the dollar amount of such damage, destruction or condemnation award to
the principal amount of the Bonds then Outstanding, without premium, plus accrued interest to
the redemption date. No Bonds shall be redeemed under this provision, nor shall any notice of
redemption be given by Trustee, until there has been furnished to Trustee sufficient funds,
United States Government Obligations or other provision satisfactory to Trustee to fully retire
all Bonds outstanding hereunder in accordance with this provision.
Section 3.05. Notice of Redemption. In the event any of the Bonds are called for
redemption as aforesaid, notice thereof identifying such Bonds will be given for Bonds held in
book-entry-only form by mailing to the Depository not less than 30 days nor more than 60 days
prior to the redemption date and for Bonds held in certificated form by mailing by first class
mail to the registered owner thereof not less than 30 days prior to the date fixed for redemption.
All maturities of the Bonds so called for redemption will cease to bear interest after the specified
01/160667.4 12
•
redemption date, provided funds for their redemption are on deposit at the place of payment at
that time. Any funds paid for redemption of Bonds shall be applied first against any interest due
and owing on the Bonds and then against the unpaid principal balance thereof.
Section 3.06. Cancellation of Bonds. All Bonds which have been redeemed shall be
cancelled by Trustee and destroyed by Trustee in accordance with its regular procedures.
ARTICLE IV
GENERAL COVENANTS
Section 4.01. Payment of Bonds. Corporation covenants that it will promptly pay the
principal of and interest on every Bond issued under this Indenture at the place, on the dates and
in the manner provided herein and in the Bonds according to the true intent and meaning hereof.
Such principal and interest are payable solely from revenues in the Bond Fund derived from the
Basic Rent payable under the Agreement or other funds deposited hereunder in the Bond Fund.
Corporation further covenants faithfully to perform at all times any and all covenants,
undertakings, stipulations and provisions contained in this Indenture, and Corporation will do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered,
such indentures supplemental hereto and such further acts, instruments and transfers as Trustee
may reasonably require for the better assuring, transferring, mortgaging, pledging, assigning and
confirming unto Trustee the property herein described and the revenues, income and all other
property pledged hereby to the payment of the principal of and interest on the Bonds.
Section 4.02. Books and Records; Annual Accounting. Trustee agrees that, so long
as any Bonds issued hereunder and secured by this Indenture shall be outstanding and unpaid,
it will keep proper books of record and account in which full, true and correct entries will be
made of all dealings or transactions of and in relation to the Projects and the revenues, income
and all other property derived therefrom. Trustee agrees to furnish to City and Corporation an
accounting annually, and at such other times as either may reasonably request, pertaining to the
dealings and transactions of Trustee in relation to the Projects. All books and records of
Trustee relating to the Projects and the revenues therefrom shall at all times be open to
inspection by representatives of City and Corporation and the owners of the Bonds.
Section 4.03. Trustee Enforcement of Agreement. The Agreement sets forth the
covenants and obligations of Corporation and City and reference is hereby made to the
Agreement for a detailed statement of the respective obligations. Corporation agrees that
Trustee, in its own name or in the name of Corporation, may enforce all rights and obligations
Corporation may have under and pursuant to the Agreement for and on behalf of the
Bondholders, whether or not Corporation is in default in its covenants to enforce such rights and
obligations.
Section 4.04. Reserved.
O1/160667.4 131111
Section 4.05. Parity Bonds. Corporation covenants that, so long as any of the Bonds
are outstanding, it will not issue other bonds payable from the Basic Rent due under the
Agreement except as permitted in Article II of this Indenture, and in any event not without the
specific consent to such issuance given by City.
Section 4.06. Corporate Existence. Corporation covenants to maintain its corporate
existence as a nonprofit corporation under the laws of the State of Nebraska.
Section 4.07. Arbitrage and Tax Covenants. Corporation and Trustee jointly and
severally covenant and certify to each other and for the benefit of the holders of the Bonds that
no use will be made of the proceeds from the issuance and sale of the Bonds nor will use be
made of moneys in the various funds and accounts established under this Indenture which would
cause the Bonds to be classified as arbitrage bonds within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended, and the Regulations thereunder (the "Code").
Pursuant to such covenant, Corporation and Trustee obligate themselves to comply throughout
the term of the Bonds with the requirements of said Section 148 of the Code.
Corporation and Trustee acknowledge that, under Section 148 of the Code, investment
of the proceeds of the Bonds, including investment.proceeds, is subject to and must comply with
the provisions of Section 148 of the Code with respect to the acquisition of obligations the yield
on which will be materially higher than the yield on the Bonds during the term of the Bonds.
Corporation and Trustee further acknowledge that investments may be made in materially higher
yield obligations during a temporary period if certain requirements set forth in the regulations
applicable to Section 148 are met. Corporation and Trustee further acknowledge that, under
certain circumstances, earnings on certain funds may be subject to rebate to the United States
in accordance with Section 148 of the Code, and Corporation and Trustee hereby agree to
comply with Section 148 of the Code and all applicable regulations thereunder. Except as
permitted by the rules set forth in such regulations, as they may be revised from time to time,
with respect to investments made during a temporary period, the proceeds of the Bonds shall not
be invested in materially higher yielding investments. All terms used in this Article IV which
are defined in Section 148 of the Code shall have the same meanings in this Article IV as in the
Code.
Trustee shall establish a trust fund (the "Rebate Fund") pursuant to this Indenture for the
purpose of accepting deposits of rebate amounts which may occur by operation of Section 148
of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and
every five years thereafter for payment to the United States of 90% of the amounts deposited
to said fund and 100% of the investment earnings on said deposits. Not later than 60 days after
the final retirement of the Bonds, Corporation shall pay 100% of the remaining balance of said
fund to the United States. Each payment shall be filed with the Internal Revenue Service
Center, Philadelphia, Pennsylvania 19255. Each payment shall be accompanied by a copy of
the Form 8038 (or successor instrument) originally filed with respect to the Bonds and a
statement summarizing the determination of the amounts paid and to be paid to the United States.
01/160667.4 14 le„
`\t
ARTICLE V
BOND FUND
Section 5.01. Bonds Secured by Basic Rent Payments. The Projects have been leased
to City under the Agreement and the Basic Rent payments have been and are hereby assigned
and shall be remitted directly to Trustee for the account of Corporation and deposited in the
Bond Fund, and the entire amount of the Basic Rent payments is pledged to the payment of the
principal of and interest on the Bonds and other Bonds issued as permitted by Article H.
Section 5.02. Creation of Bond Fund. There is hereby created by Corporation and
ordered established with Trustee a trust fund to be designated "Bond Fund" which shall be used
to pay the interest on and principal of the Bonds.
Section 5.03. Deposits to Bond Fund. There shall be deposited in the Bond Fund all
accrued interest received, if any, at the time of the issuance, sale and delivery of the Bonds, all
Basic Rent payments, as and when received, made under the Agreement and all other moneys
received by Trustee under and pursuant to any of the provisions of the Agreement directing such
moneys to be paid into the Bond Fund.
Section 5.04. Use of Moneys in Bond Fund. Moneys in the Bond Fund shall be used
solely for the payment of the interest on the Bonds and for the retirement of the Bonds at or
prior to maturity.
Section 5.05. Custody of Bond Fund; Withdrawals. The Bond Fund shall be in the
custody of Trustee, and Corporation hereby authorizes and directs Trustee to withdraw funds
from the Bond Fund in amounts sufficient to meet installments of interest on or principal of the
Bonds when due.
Section 5.06. Unclaimed Moneys. In the event any Bonds shall not be presented for
payment when the principal thereof becomes due, if funds sufficient to pay such Bonds shall
have been made available to Trustee for the benefit of the owners thereof, all liability of
Corporation to the Bondholders for the payment of such Bonds and the interest thereon shall
forthwith cease, determine and be completely discharged and thereupon it shall be the duty of
Trustee to hold such fund or funds, without liability for interest thereon, for a period of six
years after all Bonds shall have matured, for the benefit of the owners of such Bonds, who shall
thereafter be restricted exclusively to such funds for any claim of whatever nature on their part
under this Indenture or with respect to such Bonds. At the expiration of such period, any
unclaimed principal or interest shall be paid to City and thereafter all claimants shall be
restricted exclusively to making claim against City for such principal or interest. City.shall have
no liability for interest on any such funds paid to it and shall not be required to hold such funds
in trust nor to, in any manner, segregate such funds on its books.
01/1 60667.4 15
Section 5.07. Additional Rent. It is understood and agreed that, pursuant to the
provisions of the Agreement, City agrees to pay costs and expenses as Additional Rent (as that
term is defined in the Agreement), including the fees and expenses of Trustee.
ARTICLE VI
ACQUISITION FUND
Section 6.01. Creation of Acquisition Fund. A special fund is hereby created with
Trustee to be designated "Acquisition Fund." Upon the issuance and sale of the Bonds, the
proceeds thereof, excluding accrued interest, if any, shall be deposited into the Acquisition
Fund.
Section 6.02. Use of Moneys in Acquisition Fund. Moneys in the Acquisition Fund
shall be disbursed for the following purposes:
(1) the payment of expenses of issuing and selling the Bonds, including
printing, legal and financial expenses; and
(2) the amount remaining after payment or provision for payment of the
expenses mentioned in (1) above shall be applied to the payment of the costs of the
Projects, including the reimbursement of City for any such costs incurred after May 18,
1995, in the case of Omaha-Park Four Project, and May 25, 1995, in the case of the
Omaha-Park Five Project, as provided in the Agreement.
Section 6.03. Requisitions. Trustee shall disburse funds in payment of expenses
permissible under Section 6.02(1) and Section 6.02(2)upon receipt of requisitions signed by the
President or Secretary of Corporation.
Requisitions submitted to Trustee shall be in the form attached hereto as Exhibit B.
Trustee shall maintain complete and accurate records relating to each such disbursement for
Projects' costs.
ARTICLE VII
INVESTMENTS
Moneys for the credit of any fund or account under this Indenture shall be invested and
reinvested by Trustee upon the written direction of Corporation, but only in investments
authorized by Reissue Revised Statutes of Nebraska, 1943, Section 14-563, viz. securities of the
United States, the State of Nebraska, the City, Douglas County, Nebraska, a school district of
the City, municipality owned and operated public utility property and parts of the City, and
certificates of deposit from and make time deposits in bank or capital stock financial institutions
selected as depositories of City funds; provided that moneys deposited from Basic Rent payments
Aink01/160667.4 16
•
to the credit of the Bond Fund shall only be invested or reinvested by Trustee in direct
obligations of, or obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America. Any such.investment shall mature at such time
and in such amounts so that funds will be available when required. Obligations so purchased
as an investment of moneys shall be held by or under the control of Trustee and shall be deemed
at all times part of the fund or account from which invested, and the interest accruing thereon
and any profit realized from such investments shall be credited to such fund or account and any
loss resulting from such investments shall be charged to such fund or account.
ARTICLE VIII
DISCHARGE OF LIEN AND DEFEASANCE
If Corporation shall pay or cause to be paid to the owners of the Bonds the principal and
interest to become due thereon at the time and in the manner stipulated therein, and if
Corporation shall keep, perform and observe all and singular the covenants and promises in the
Bonds and in this Indenture expressed as to be kept, performed and observed by it or on its part,
then these presents and the estate and rights hereby granted shall cease, determine and be void,
and thereupon Trustee shall cancel and discharge the lien of this Indenture and execute and
deliver to Corporation such instruments in writing as shall be requisite to satisfy the lien hereof
and assign and deliver to Corporation any property at the time subject to the lien of this
Indenture which may then be in its possession, except cash held by Trustee for the payment of
interest on and retirement of the Bonds, or as otherwise provided for herein.
It is specifically understood and agreed that the release of the lien of this Indenture shall
not affect nor cancel the provisions of this Indenture relating to Bonds issued or the rights of
owners of the Bonds, Trustee or Corporation, which provisions shall continue in full force and
effect according to their terms.
Corporation may at any time surrender to Trustee for cancellation by it any Bonds
previously authenticated and delivered hereunder which Corporation may have acquired in any
manner whatsoever, and such Bonds, upon surrender and cancellation, shall be deemed to be
paid and retired.
For the purposes of this Indenture, any Bond issued hereunder shall be deemed to be
fully discharged and satisfied and no longer outstanding when:
(1) a Bond is cancelled whether by reason of payment or redemption prior to
maturity;
(2) a Bond is surrendered to Trustee for cancellation;
(3) a Bond for which the payment of the principal of and all interest accrued
and to accrue through the due date of payment (regardless of whether such due date
01/160667.4 17
arises by reason of maturity, upon redemption or by declaration as provided herein) has
been made; such payment will be deemed to have been made when there has been
deposited with Trustee sufficient moneys to make such payment or United States
Government Obligations maturing, as to principal and interest, in such amount and at
such times as will insure the availability of sufficient moneys to make any such payment
and all necessary and proper fees, compensation and expenses of Trustee pertaining to
such Bond with respect to which such deposit is made have either been paid or payment
provided for to the satisfaction of Trustee; provided, however, no deposit of cash or
United States Government Obligations shall constitute discharge and satisfaction as to any
Bond to be redeemed prior to their maturity unless:
(a) such Bond has been irrevocably called or designated for redemption
on the first date thereafter on which such Bond may be redeemed in accordance
with the provisions of Article III of this Indenture; and
(b) proper notice of the redemption of such Bond has been mailed as
required by Article III hereof, or irrevocable provision, satisfactory to Trustee,
shall have been made for the mailing of such notice;
(4) a Bond is mutilated, destroyed or lost and, subsequently, a new Bond is
issued as provided under Section 2.07 of this Indenture.
At such time as a Bond shall no longer be deemed to be outstanding hereunder, as
provided in this Section, such Bond shall no longer be secured by or entitled to the benefits of
this Indenture except for the purpose of payment from the cash or United States Government
Obligations deposited with and held by Trustee for such purpose.
Moneys deposited with Trustee under this Section and the proceeds of any United States
Government Obligations held under this Section may be invested and reinvested in United States
Government Obligations which mature in the amounts and at the times required to comply with
the provisions of this Section. Any income from such investments in excess of the requirements
for principal of and interest on any Bond not being outstanding under the provisions of this
Section shall be paid into the Bond Fund to be disbursed or held as provided thereby.
If cash or United States Government Obligations shall have been deposited with Trustee
in accordance with this Section, in trust for the purpose and sufficient and available to pay the
principal of any Bond, together with all interest due thereon to the due date thereof or to the date
fixed for the redemption thereof, all liability of Corporation for such payments shall terminate
and be discharged, whether or not such Bond shall be presented for payment on the due date,
whether at maturity or upon redemption or by declaration, and Trustee shall hold such moneys
or United States Government Obligations without liability to the owner of such Bond for interest
thereon, in trust for the benefit of the owner of such Bond, who thereafter shall be restricted
exclusively to such moneys or United States Government Obligations for any claim for such
payment of whatsoever nature on his part, except as is provided in Section 5.06 hereof.
01/160667.4 18
� I
ARTICLE IX
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND BONDHOLDERS
Section 9.01. Events of Default. If any of the following events occur, it is hereby
defined as and declared to be and to constitute an "Event of Default":
(1) default in the due and punctual payment of the principal of or the interest
on any Bond hereby secured and outstanding and the continuance thereof for a period of
five days;
(2) default in the due and punctual payment of moneys required to be paid to
Trustee under the provisions of Article V hereof and the continuance thereof for a period
of five days; or
(3) default in the performance or observance of any other of the covenants,
agreements or conditions on Corporation's part contained in this Indenture, or in the
Bonds, and the continuance thereof for a period of 30 days after written notice thereof
to Corporation by Trustee, or by the owners of not less than 20% in aggregate principal
amount of Bonds outstanding hereunder.
The term "default," as used in Section 9.01 hereof, shall mean default by Corporation
in the performance or observance of any of the covenants, agreements or conditions on its part
contained in this Indenture, or in the Bonds, exclusive of any period of grace required to
constitute a default as an "Event of Default," as hereinabove provided, after giving the
respective notice for the respective periods above stated.
Section 9.02. Acceleration. Upon the occurrence of an Event of Default, Trustee may,
and, upon the written request of the owners of 20% in aggregate principal amount of Bonds
outstanding hereunder, shall, by notice in writing delivered to Corporation, declare the principal
of all Bonds hereby secured then outstanding, and the interest accrued thereon, immediately due
and payable. This provision is subject, however, to the condition that, if at any time after such
declaration of principal and interest to be immediately due, and before any further action has
been taken other than such declaration, the principal amount of all Bonds which have matured
and all arrears of interest, together with the reasonable charges and expenses of Trustee, shall
be paid or caused to be paid, then the owners of a majority of principal amount of the Bonds
then outstanding, by notice in writing delivered to Trustee, may require Trustee to waive such
default and its consequences and rescind such declaration. Until it is required to make the
declaration hereinabove in this Section provided, Trustee shall have power to waive any default
arising hereunder if, in the opinion of Trustee, the same shall have been cured or adequate
satisfaction made therefor or if Trustee deems the declaration not to be in the best interest of the
Bondholders. No such waiver shall extend to or affect any subsequent default.
01/160667.4 19
Section 9.03. Other Remedies. Upon the occurrence and a continuation of an Event of
Default, Trustee may on its own initiative, and shall upon the written request of the owners of
not less than 20% in principal amount of the Bonds then outstanding hereunder, and upon being
indemnified to its reasonable satisfaction against any and all costs, expenses, outlays, counsel
fees and other reasonable disbursements and against all liability, exercise any remedies available
under the Agreement and, to the extent consistent therewith, may sell, lease or manage any
portion of the Projects and apply the net proceeds thereof in accordance with Section 9.07 of this
Article, and whether or not it has done so, proceed to take any other steps needful for the
protection and enforcement of its rights and the rights of the owners of the Bonds as shall be
provided by law, including a suit, action or special proceeding in equity or at law.
Section 9.04. Limitation on Bondholders' Right To Institute Proceedings. No owner
of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or
at law hereunder or for any other remedy hereunder unless such owner previously shall have
given to Trustee written notice of an Event of Default as herein provided and unless the owners
of not less than 20% in principal amount of the Bonds then outstanding shall have made written
request of Trustee, after the right to exercise such powers or rights of action, as the case may
be, shall have accrued, either to proceed to exercise the powers herein granted or to institute
such action, suit or proceeding in the name of Trustee and Trustee shall have refused or
neglected to comply with such request within a reasonable time and after being afforded a
reasonable opportunity to do so and after having been offered security and indemnity satisfactory
to it against the costs, expenses and liabilities to be incurred therein or thereby as aforesaid. All
actions to enforce any provision of this Indenture shall be instituted and maintained for the equal
benefit of all owners of the Bonds, except that nothing herein contained shall impair the right
of any owner of any Bond at or after the maturity thereof to reduce the same to judgment.
Section 9.05. Possession of Bonds Not Required for Enforcement. All rights of action
under this Indenture or under any of the Bonds secured hereby enforceable by Trustee may be
enforced without the possession of any of the Bonds or the production thereof at the trial or
other proceedings relative thereto, and any such suit or proceeding instituted by Trustee shall
be brought for the ratable benefit of the owners of the Bonds, subject to the provisions of this
Indenture.
Section 9.06. Waiver. In the event the Bondholders or Trustee waive any default or
breach of duty, such waiver shall not impair any right or power exercisable hereunder by the
Bondholders or Trustee nor shall such waiver be construed to be or be a waiver of any
subsequent default or breach.
Section 9.07. Application of Moneys. Anything in this Indenture to the contrary
notwithstanding, if at any time the moneys in the Bond Fund shall not be sufficient•to pay the
interest on or the principal of the Bonds as the same shall become due and payable (either by
their terms or by acceleration of maturities under the provisions of Section 9.02 of this Article),
such moneys, together with any moneys then available or thereafter becoming available for such
01/160667.4 20
(1/7)
1
purpose, whether through the exercise of the remedies provided for in this Article or otherwise,
shall be applied as follows:
(1) unless the principal of all the Bonds shall have become or shall have been
declared due and payable, all such moneys shall be applied as follows:
(a) FIRST: to the payment to the persons entitled thereto of all
installments of interest then due and payable in the order in which such
installments became due and payable and, if the amount available shall not be
sufficient to pay in full any particular installment, then to the payment, ratably,
according to the amounts due on such installment, to the persons entitled thereto,
without any discrimination or preference;
(b) SECOND: to the payment to the persons entitled thereto of the
unpaid principal of any of the Bonds which shall have become due and payable
(other than Bonds called for redemption for the payment of which moneys are
held pursuant to the provisions of this Indenture), in the order of their stated
payment dates, with interest on the principal amount of such Bonds from the
respective dates upon which such Bonds became due and payable, and, if the
amount available shall not be sufficient to pay in full the principal of the Bonds
by their stated terms due and payable on any particular date, together with such
interest, ratably, according to the amount of such interest due on such date, and
then to the payment of such principal, ratably, according to the amount of such
principal due on such date, to the persons entitled thereto without any
discrimination or preference; and
(c) THIRD: to the payment of the interest on and the principal of the
Bonds, to the purchase and retirement of Bonds and to the redemption of Bonds,
all in accordance with the provisions of Articles II and III of this Indenture;
(2) if the principal of all the Bonds shall have become or shall have been
declared due and payable, all such moneys shall be applied to the payment of the
principal and interest then due and unpaid upon the Bonds, without preference or priority
of principal over interest or of interest over principal, or of any installment of interest
over any other installment of interest, or of any Bond over any other Bond, ratably,
according to the amounts due respectively for principal and interest, to the persons
entitled thereto without any discrimination or preference; and
(3) if the principal of all the Bonds shall have been declared due and payable
and if such declaration shall thereafter have been rescinded and annulled under the
provisions of Section 9.02 of this Article, then, subject to the provisions of paragraph (2)
of this Section, in the event that the principal of all of the Bonds shall later become or
be declared due and payable, the moneys remaining in and thereafter accruing to the
01/160667.4 21
Bond Fund shall be applied in accordance with the provisions of paragraph (1) of this
Section.
Whenever moneys are to be applied by Trustee pursuant to the provisions of this Section,
such moneys shall be applied by Trustee at such times, and from time to time, as Trustee in its
sole discretion shall determine, having due regard to the amount of such moneys available for
application and the likelihood of additional moneys becoming available for such application in
the future, and the deposit of such moneys, or otherwise setting aside such moneys, in trust for
the proper purpose shall constitute proper application by Trustee; and Trustee shall incur no
liability whatsoever to any Bondholder or to any other person for any delay in applying any such
moneys, so long as Trustee acts with reasonable diligence, having due regard to the
circumstances, and ultimately applies the same in accordance with such provisions of this
Indenture as may be applicable at the time of application by Trustee. Whenever Trustee shall
exercise such discretion in applying such moneys, it shall fix the date (which shall be an interest
payment date unless Trustee shall deem another date more suitable) upon which such application
is to be made and upon such date interest on the amounts of principal to be paid on such date
shall cease to accrue. Trustee shall give such notice as it may deem appropriate of the fixing
of any such date, and shall not be required to make payment to the owner of any Bond until such
Bond shall be surrendered to Trustee for appropriate endorsement, or for cancellation if fully
paid.
Section 9.08. Restoration to Former Position. In case any proceedings taken by Trustee
on account of any default shall have been discontinued or abandoned for any reason, then and
in every such case Corporation, Trustee and the Bondholders shall be restored to their former
positions and rights hereunder, respectively, and all rights, remedies, powers and duties of
Trustee shall continue as though no proceeding had been taken.
Section 9.09. Bondholders' Right To Direct Proceedings. Anything in this Indenture
to the contrary notwithstanding, the owners of a majority in principal amount of the Bonds then
outstanding hereunder shall have the right, by an instrument or concurrent instruments in writing
executed and delivered to Trustee, to direct the method and place of conducting all remedial
proceedings to be taken by Trustee hereunder, provided that such direction shall not be otherwise
than in accordance with law and the provisions of this Indenture.
ARTICLE X
THE TRUSTEE
Section 10.01. Acceptance of Trusts. Trustee hereby accepts the trusts imposed upon
it by this Indenture and agrees to perform said trusts as an ordinarily prudent trustee under a
corporate mortgage. Trustee may resign at any time by giving not less than 60 days' notice to
Corporation and to City and, within five days after giving such notice, by mailing to each
Bondholder of record by first-class mail a copy of such notice. Trustee may be removed at any
time upon the written request or upon the affirmative vote of the owners of 51% in principal
01/160667.4 22
amount of Bonds outstanding. In the event of such resignation or removal, a successor may be
appointed by the owners of 51% in principal amount of the Bonds outstanding, and such
successor shall have all the powers and obligations of Trustee theretofore vested in its
predecessor, provided that, unless and until the successor trustee shall have been appointed by
the owners of the Bonds as aforesaid, Corporation shall forthwith appoint a trustee to fill such
vacancy. Any successor trustee shall be a bank or trust company in either of the cities of
Lincoln or Omaha, Nebraska, and having a capital and surplus of not less than $10,000,000.
Section 10.02. Limitations on Liability. The duties and obligations of Trustee shall be
determined solely by the express provisions of this Indenture, and Trustee shall not be liable
except for the performance of such duties and obligations as are specifically set forth in this
Indenture. Trustee shall be protected when acting in good faith upon the advice of its counsel,
who may be bond counsel to Corporation. Trustee may conclusively rely upon any certificate
of Corporation executed by any two of the directors of Corporation and upon any requisition
certificate satisfying the requirements of Section 6.03 hereof. Trustee may require of
Corporation full information and advice as to the performance of all covenants, conditions and
agreements of Corporation contained in this Indenture or any supplement hereto, but Trustee
shall not be required to ascertain or inquire as to the correctness of any information, statements,
conclusions or opinions expressed in any certificate, resolution, report, opinion or other
document furnished to it pursuant to any provision of this Indenture.
Section 10.03. Dealings in Bonds. Trustee in its individual capacity may become the
owner or pledgee of the Bonds with the same rights it would have if it were not Trustee
hereunder.
Section 10.04. Compensation. Trustee shall be entitled to reasonable compensation for
all services rendered by it in the execution, exercise or performance of any of the powers and
duties to be exercised or performed by it pursuant to the provisions of this Indenture and for the
reasonable expenses, charges and other disbursements incurred in connection with the exercise
and performance of said powers and duties, all of which under the Agreement are to be paid to
Trustee by City.
ARTICLE XI
AMENDMENT OF INDENTURE
Section 11.01. Supplemental Indentures Not Requiring Consent of Bondholders.
Corporation may without the consent of the Bondholders, but with the consent of Trustee, from
time to time and at any time, amend or supplement this Indenture in such manner as not to be
inconsistent with the terms and provisions hereof, so as to thereby (a) cure any ambiguity or
formal defect or omission in this Indenture, including any subsequent amendments thereto;
(b) grant to and confer upon Trustee for the benefit of the Bondholders any additional rights,
remedies, powers, authority or security that may be lawfully granted to or conferred upon the
Bondholders or Trustee, or surrender any right, power or privilege reserved to or conferred•
01/160667.4 23
upon Corporation by this Indenture or any amendment thereto; (c) issue other Bonds in
accordance with the provisions of Article II hereof; (d) comply with such requirements of the
Code as are necessary in the opinion of nationally recognized bond counsel to make the interest
on the Bonds excludable from gross income of the Bondholders for federal income tax purposes;
or (e) to modify, alter, amend or supplement this Indenture in any other respect which in the
judgment of Corporation, as concurred in by Trustee, is not materially adverse to the
Bondholders.
Section 11.02. Supplemental Indentures Requiring Consent of Bondholders. With the
consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation,
from time to time and at any time, may amend this Indenture in any manner; provided, however,
that, without the specific consent of the owner of each Bond which would be affected thereby,
no such amendment shall permit or be construed as permitting (a) an extension of the maturity
of the principal of or the interest on any Bond issued hereunder, or (b) a reduction in the
principal amount of any Bond or a reduction in the rate of interest thereon, or (c) creation of
any different privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a
reduction in the aggregate principal amount of the Bonds required for consent to such
amendment to this Indenture, or(e) any release or lessening of the pledge and assignment of the
Basic Rent payable by City under the Agreement:
If the owners of not less than two-thirds in aggregate principal amount of the Bonds then
outstanding shall have consented to the amendment proposed, no owner of any Bond shall have
any right to object to any of the terms and provisions contained therein, or the operation thereof,
or in any manner to question the propriety of the execution thereof, or to enjoin or restrain
Trustee or Corporation from taking any action pursuant to the provisions thereof.
After the owners of the required percentage of Bonds shall have filed their consents to
the amending of this Indenture, Corporation shall mail to each Bondholder a copy of the
amendment together with a notice of such amending.
If Trustee and Corporation shall so determine, new Bonds conforming to the amendment
shall be executed and delivered in exchange for Bonds then outstanding upon surrender of the
outstanding Bonds without charge to the owners thereof.
Upon delivery to Trustee of a copy of the amendment to this Indenture certified by the
Secretary of Corporation, together with an opinion of counsel to Corporation that such
amendment is in proper form and was duly adopted in accordance with the provisions hereof and
applicable law, this Indenture as it then exists and the Bonds shall be modified and amended in
accordance with such amendment, and thereafter the respective rights and duties under this
Indenture of Corporation and the Bondholders shall be determined under this Indenture as so
amended.
01/160667.4 24
Section 11.03. Consent of Trustee Required. No amendment amending, changing or
modifying any of the rights or obligations of Trustee hereunder may be adopted without the
written consent of Trustee.
ARTICLE XII
AMENDMENT OF THE LEASE AGREEMENT
Section 12.01. Amendment of Agreement Not Requiring Consent of Bondholders.
Corporation or Trustee, or each of them, may from time to time, without the approval of the
Bondholders, consent to any amendment, change or modification of the Agreement between
Corporation and City for the purpose of curing any ambiguity, formal defect or omission or
making any other change therein which, in the judgment of Trustee, is not to the prejudice of
Trustee or materially adverse to the Bondholders.
Section 12.02. Amendment of Agreement Requiring Consent of Bondholders. Except
for amendments, changes or modifications as provided in Section 12.01 hereof, no amendment,
change or modification of the Agreement shall be made without the written consent of the
owners of two-thirds in principal amount of all the Bonds outstanding, except for the purpose
of increasing the Basic Rent payable thereunder and making such other provisions as shall be
required to permit the issuance of Bonds of Other Series as authorized under this Indenture;
provided, however, that in no event shall the Agreement be amended to reduce the Basic Rent
payable by City or extend the date when such Basic Rent shall be due, without the consent of
the owners of all Bonds outstanding. The proportionate reduction of the amount of Basic Rent
due by City under the Agreement by reason of City's having prepaid a portion of the Bonds shall
not constitute an amendment of the Agreement.
Section 12.03. Consent of Trustee Required. No amendment, change or modification
to the Agreement shall be made without the written consent of Trustee.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Execution of Instruments; Proof of Ownership. Any request, direction,
consent or other instrument in writing required by this Indenture, or any supplement hereto, to
be signed or executed by owners of Bonds may be in any number of concurrent instruments of
similar tenor and may be signed or executed by such owners in person or by an agent duly
appointed by an instrument in writing. Proof of the execution of any such instrument and of the
ownership of such Bonds shall be sufficient for any purpose of this Indenture, and shall be
conclusive in favor of Trustee and Corporation with regard to any action taken by them under
such instrument, if made in the following manner:
01/160667.4 25
, r
(1) the fact and date of the execution by any person of any such instrument
may be proved by the certificate of any officer in any jurisdiction who, by the laws
thereof, has power to take acknowledgments of deeds to be recorded within such
jurisdiction, to the effect that the person signing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution;
(2) the fact of the holding of a Bond by any holder and the amount and
numbers or other descriptive'details of such Bonds and the date of his holding the same
may be proved by the affidavit of the person claiming to be such holder, if such affidavit
shall be deemed by Trustee to be satisfactory or by a certificate issued by any trust
company, bank or other depository, wherever situated, if such certificate shall be deemed
by Trustee to be satisfactory, showing that at the date therein mentioned such person had
on deposit with such trust company, bank or other depository the Bond described in such
certificate. Trustee may, nevertheless, in its discretion require further proof in cases
where it shall deem further proof desirable. For all purposes of this Indenture and of the
proceedings for the enforcement thereof, such persons shall be deemed to continue to be
the holder of such Bond until Trustee shall have received notice in writing to the
contrary.
Section 13.02. Counterparts. This Indenture may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 13.03. No Personal Liability of Corporation Officials; Limited Liability of
Corporation to Bondholders. No covenant or agreement contained in the Bonds or in this
Indenture shall be deemed to be the covenant or agreement of any present or future official,
officer, agent or employee of Corporation, and neither the members of Corporation nor any
official executing the Bonds shall be liable personally on the Bonds or be subject to any personal
liability or accountability by reason of the issuance thereof.
Except for the payment when due of the payments and the observance and performance
of the other agreements, conditions, covenants and terms required to be performed by it
contained in this Indenture, Corporation shall not have any obligation or liability to the
Bondholders with respect to this Indenture or the preparation, execution, delivery, transfer,
exchange or cancellation of the Bonds or the receipt, deposit or disbursement of the payments
by Trustee or with respect to the performance by Trustee of any obligation required to be
performed by it contained in this Indenture.
Section 13.04. Severability. If any provisions of this Indenture shall be held or deemed
to be or shall, in fact, be inoperative or unenforceable as applied in any particular case, for any
reason, such circumstances shall not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circumstance or of rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable to any extent
01/160667.4 26
whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this
Indenture contained shall not affect the remaining portions of this Indenture or any part thereof.
IN WITNESS WHEREOF, City of Omaha Parking Facilities Corporation has caused this
Indenture to be executed in its behalf by its President and Secretary and its corporate seal
hereunto affixed, and to evidence its acceptance of the trusts hereby created FirsTier Bank
Omaha, N.A. has caused this Indenture to be executed in its name and behalf by duly authorized
officers and its official seal to be hereunto affixed, all as of the first day of September, 1995.
[SEAL] CITY OF OMAHA PARKING
FACILITIES CORPORATION
By
By President
Secretary
[SEAL] FIRSTIER BANK OMAHA, N.A., Trustee
ATTEST:
By
By Authorized Officer
STATE OF NEBRASKA ]
] SS.
COUNTY OF DOUGLAS ]
The foregoing instrument was acknowledged before me this day of September, 1995
by GREGORY A. PETERSON and LAWRENCE E. LAHAIE of CITY OF OMAHA
PARKING FACILITIES CORPORATION, a Nebraska nonprofit corporation, on behalf of the
corporation.
WITNESS my hand and seal this day of September, 1995.
Notary Public •
01/160667.4 27
STATE OF NEBRASKA ]
] SS.
COUNTY OF DOUGLAS ]
The foregoing instrument was acknowledged before me this day of September, 1995
by and of FIRSTIER BANK
OMAHA, N.A., a national banking association, on behalf of the bank.
WITNESS my hand and seal this day of September, 1995.
Notary Public
01/160667.4 28
EXHIBIT A
(FORM OF BOND)
•
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to City of Omaha Parking Facilities
Corporation or its agent for registration and transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
UNITED STATES OF AMERICA
CITY OF OMAHA PARKING FACILITIES CORPORATION
LEASE REVENUE BOND
(OMAHA-PARK FOUR AND OMAHA-PARK FIVE PROJECTS)
SERIES 1995
No. R- $
MATURITY INTEREST DATED
DATE RATE DATE CUSIP
September 15, % September 15, 1995
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
AND NO CENTS ($ )
KNOW ALL MEN BY THESE PRESENTS that City of Omaha Parking Facilities
Corporation ("Corporation"), a nonprofit corporation organized under the laws of the State of
Nebraska, for value received, promises to pay, but only out of the Bond Fund created under
Article V of the Indenture of Trust dated as of September 1, 1995 (the "Indenture") by and
between Corporation and FirsTier Bank Omaha, N.A., as trustee ("Trustee"), to the order of
the Registered Owner identified above, or registered assigns, on the Maturity Date specified
above, upon surrender hereof, the Principal Amount specified above, and in like manner to pay
interest on said sum from the Dated Date specified above at the Interest Rate per annum
01/160667.4
_ n t
specified above (based on a year of 360 days and twelve 30-day months) per annum
semiannually on March 15 and September 15 of each year, commencing on March 15, 1996,
until said principal sum is paid, except as the provisions hereinafter set forth with respect to
redemption of this Bond prior to maturity may become applicable hereto. Both principal of and
interest on this Bond are payable in lawful money of the United States of America. Payment
of principal shall be made at the corporate trust office of Trustee in Omaha, Nebraska or its
successor. Payment of interest on any Bond interest payment date shall be made to the
Registered Owner hereof as of the Record Date (defined in the Indenture) and shall be paid (i)
by check or draft mailed on the Bond interest payment date to the Registered Owner as of the
close of business on the Record Date at its address as it appears on the registration books of
Corporation kept by Trustee on the Record Date or at such other address as is furnished to
Trustee in writing by such Registered Owner not later than the close of business on the Record
Date or (ii) by wire transfer to the Registered Owner of $1,000,000 in aggregate principal
amount of the Bonds upon written notice by the Registered Owner given to Trustee not later than
the close of business on the Record Date.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS
SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE.
The Bonds are not a debt of the City of Omaha, Nebraska or a pledge of its faith and
credit but, together with interest thereon, are payable solely from the Rental Payments.
This Bond shall not be valid for any purpose until the Certificate of Authentication hereon
shall have been signed by Trustee.
IN WITNESS WHEREOF, Corporation has caused this Bond to be executed in its name
by the manual or facsimile signature of its President, to be impressed with its corporate seal and
to be attested by the manual or facsimile signature of its Secretary, all as of this 15th day of
September, 1995.
(SEAL) CITY OF OMAHA PARKING
FACILITIES CORPORATION
ATTEST:
By
President
By
Secretary •
01/160667.4 A-2
•
FORM OF REVERSE OF BOND
This Bond is one of an authorized issue of bonds limited to and in the total amount of
Eight Million Four Hundred Seventy-five Thousand Dollars and No Cents ($8,475,000) (the
"Bonds"), dated as even date and like tenor except as to maturity date and interest rate, issued
for the purpose of providing funds for the acquisition, construction, furnishing and equipping
of two public parking garages (the "Projects"), which are leased to the City of Omaha, Nebraska
("City"). The Projects have been leased to City under the Lease-Purchase Agreement dated as
of September 1, 1995 (the "Agreement") by and between Corporation and City. The principal
of and interest on the Bonds are to be paid out of Rental Payments (as that term is defined in
the Agreement) payable by City pursuant to the Agreement, which Rental Payments have been
assigned to Trustee under the Indenture, under which this Bond is issued; the provisions of the
Indenture, govern the rights of the owners of the Bonds. The Rental Payments are in an amount
sufficient to pay the principal of and interest on the Bonds as the same become due.
The Bonds maturing on and after September 15, 2006 are subject to redemption by
Corporation from any source, in whole at any time or in part, on any interest payment date, in
such order of maturities as determined by Corporation (and by lot or other random selection
method within a maturity) on or after September 15, 2005 at the redemption prices (expressed
as a percentage of principal amount of the Bonds to be redeemed), respectively, set forth below,
plus accrued interest to the date of redemption:
Redemption Period (dates inclusive) Redemption Price
September 15, 2005 to September 14, 2006 102%
September 15, 2006 to September 14, 2007 101
September 15, 2007 and thereafter 100
The Bonds maturing September 15, 2015 are subject to mandatory redemption from Basic
Rent sinking fund payments prior to their respective maturity dates, by lot (or other random
selection method) selected by Trustee, at a price of par, without premium, on September 15,
2011 and on each September 15 thereafter in the years and the principal amounts set forth
below:
Year Principal Amount
2011 $
2012
2013
2014
2015 (maturity)
01/160667.4 A-3
The Bonds, of whatever maturity, shall also be subject to redemption, in whole, at any
time in the event of damage to or destruction of one or both of the Projects or the condemnation
thereof and the election by City that any proceeds resulting from such damage, destruction or
condemnation award shall not be used to rebuild or restore the affected Project or Projects; any
such redemption shall be at the principal amount of the Bonds equal to the ratio of the dollar
amount of such damage, destruction or condemnation award to the principal amount of the Bonds
then Outstanding, without premium, plus accrued interest to the redemption date.
If a Bond in book-entry-only form is to be called for redemption, notice will be mailed
to the Depository not less than 30 days nor more than 60 days prior to the redemption date. If
a Bond not in book-entry-only form is to be called for redemption, notice will be given by
mailing a copy of the redemption notice by first class mail not less than 30 days prior to the date
fixed for redemption to the registered owner of each Bond to be redeemed at the address shown
on the registration books of Corporation kept by Trustee. All maturities of the Bonds so called
for redemption will cease to bear interest after the specified redemption date, provided funds for
their redemption are on deposit at the place of payment at that time.
This Bond is transferable by the registered owner hereof by execution of an assignment
in the form appearing on this Bond, and upon delivery of this Bond and completed assignment
to Trustee, but subject to the limitations imposed by law and upon payment of all charges
incurred by Corporation and Trustee.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the bonds designated herein and issued under the provisions of the
within-mentioned Indenture.
• Date: FIRSTIER BANK OMAHA, N.A., Trustee
By
Authorized Officer
01/160667.4 A-4
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, , the undersigned, hereby sells,
assigns and transfers unto (Tax Identification or Social Security No. )
the within-mentioned Bond and all rights thereunder, and hereby irrevocably constitutes and
appoints , attorney, to transfer the within Bond on the
books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within Bond in every
NOTICE: Signature(s) must be guaranteed particular, without alteration or enlargement
by a financial institution that is a member of or any change whatsoever.
the Securities Transfer Agent Medallion
Program ("STAMP"), the Stock Exchange
Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion
Signature Program ("MSP") or such other
"signature guarantee program" as may be
determined by the Registrar in addition to,
or in substitution for, STAMP, SEMP or
MSP, all in accordance with the Securities
Exchange Act of 1934, as amended.
•
01/160667.4 A-5
EXHIBIT B
FORM OF REQUISITION
01/160667.4
Requisition No.
•
REQUISITION FROM ACQUISITION FUND FOR
CITY OF OMAHA PARKING FACILITIES CORPORATION
LEASE REVENUE BONDS
(OMAHA-PARK FOUR AND OMAHA-PARK FIVE PROJECTS)
SERIES 1995
TO: FirsTier Bank Omaha, N.A., Trustee
FROM: City of Omaha Parking Facilities Corporation
Pursuant to Section 6.03 of the Indenture of Trust (the "Indenture") dated as of
September 1, 1995 by and between City of Omaha Parking Facilities Corporation
("Corporation") and you, you are hereby directed to disburse from the Acquisition Fund referred
to in the Indenture (the "Acquisition Fund") the amount indicated below.
1. The name and address of the person, firm or corporation to whom payment is
due:
2. Amount to be disbursed: $
Previous disbursements
Cumulative disbursements after this requisition $
3. The disbursement herein requested is for expenses properly incurred, pursuant to
Sections 6.02(1) and (2) of the Indenture, and is a proper charge against the Acquisition Fund
and has not been the basis of any previous disbursement.
4. - A bill or bills or other evidence of each such obligation of Corporation is hereby
attached.
01/160667.4
Dated this day of , 19 .
CITY OF OMAHA PARKING FACILITIES
CORPORATION
By
Title
•
01/160667.4 B-2 L
EXHIBIT C
FORM OF BLANKET ISSUER
LETTER OF REPRESENTATIONS
O1/160667.40
Blanket Issuer Letter of Representations
[To be Completed by Issuer]
City of Omaha Parking Facilities Corporation
[Name of Issuer)
September , 1995
[Date]
Attention: Underwriting Department—Eligibility
The Depository Trust Company
55 Water Street; 50th Floor
New York, NY 10041-0099
Ladies and Gentlemen:
This letter sets forth our understanding with respect to all issues (the "Securities") that Issuer
shall request be made eligible for deposit by The Depository Trust Company("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance
with DTC's Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply
with the requirements stated in DTC's Operational Arrangements, as they may be amended from
time to time.
Note: Very trulyyours,
Schedule A contains statements that DTC believes
accurately describe DTC, the method of effecting book-
entry transfers of securities distributed through DTC,and City of Omaha Parking Facilities Corporation
certain related matters.
(Issuer)
By:
(Authorized Officer's Signature)
Received and Accepted: City of Omaha Parking Facilities Corporation
City of Omaha Planning Department
THE DEPOSITORY TRUST COMPANY Suite 1100
1819 Farnam Street
Omaha, NE
By:
1
SCHEDULE A
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC—bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the
securities (the "Securities"). The Securities will be issued as fully-registered securities registered in the
name of Cede & Co. (DTC's partnership nominee). One fully-registered Security certificate will be
issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will
be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds S200
million, one certificate will be issued with respect to each S200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal amount of such issue.]
2. DTC is a limited-purpose tnist 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 ("Participants") deposit with DTC. DTC also facilitates
the settlement among Participants 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"). The Rules applicable to DTC and its Participants
are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Securities on DTC's records. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive writ-ten 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 ownership interests in the
Securities are to be accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests
in Securities,except in the event that use of the book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of Securities with DTC and their .
registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of
the Direct Participants to whose accounts such Securities 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.
•
5. 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.
[6. Redemption notices shall be sent to Cede & Co. If less than all of the Securities within an issue are
being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.]
7. Neither DTC nor Cede & Co. will consent or vote with respect to Securities. Under its usual
procedures, DIG mails an Omnibus Proxy to the Issuer 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 Securities are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
8. Principal and interest payments on the Securities will be made to DTC. DTC's practice is to credit •
Direct Participants' accounts on payable date in accordance with their respective holdings shown on
• DTC's records unless DTC has reason to believe that it will not receive payment on payable 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 Agent, or the.
Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is.the responsibility of the Issuer or the Agent, disbursement
of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through
its Participant,to the [Tender/Remarketing]Agent,and shall effect delivery of such Securities by causing
the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to the
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with a
demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in
the Securities are transferred by Direct Participants on DTC's records.]
10. DTC may discontinue providing its services as securities depository with respect to the Securities
at any time by giving reasonable notice to the Issuer or the Agent. Under such circumstances, in the
• event that a successor securities depository is not obtained, Security certificates are required to be
printed and delivered.
11. The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or
a successor securities depository).In that event,Security certificates will be printed and delivered.
12.The information in this section concerning DTC and DTC's book-entry system has been obtained
from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the
accuracy thereof.
� *.'l Lx 0
c m PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 12,1995
� >
Am NEW ISSUE RATINGS: Moody's:
m -C." -0 BOOK-ENTRY-ONLY Standard&Poor's:
0 •T g (See"RATINGS"herein)
•
o• m .n In the opinion ofBond Counsel,under existing laws,regulations,rulings and judicial decisions,interest on the Bonds is excluded mgross income of the owners thereof
c = P� 8 8 8 1 .�
t • 3 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,except that such
0 .E m interest nutst be included in the'adjusted current earnings'of certain corporations for purposes of calculating alternative minimum taxable income. Bond Counsel also is of the
a •w .1 opinion that,under existing laws of the State of Nebraska,such interest is exempt from Nebraska state income taxation as long as it is exempt for purposes of the federal income tax.
a a 3 See'LEGAL MATTERS—Tax Exemption'herein.
m 0
2 m d $8,475,000*
C r s CITY OF OMAHA PARKING FACILITIES CORPORATION
LEASE REVENUE BONDS
0.-0 S (OMAHA-PARK FOUR AND OMAHA-PARK FIVE PROJECTS)
d m SERIES 1995
I. 71,
8 e a Dated: September 15,1995 Due: September 15,as shown below
m m
.o ;5 The Series 1995 Bonds(the"Bonds')are issuable in fully registered form in the denominations of$5,000 and integral multiples thereof. Interest is payable semiannually
•+ ;; 3 on March 15 and September 15 of each year,commencing March 15,1996,by check,draft or wire of the trustee on each interest payment date to the registered owner as of the
= ,$ d applicable record date as shown on the books of registration of the Corporation(as hereinafter defined)maintained by FirsTier Bank Omaha,N.A.,as Trustee and Paying Agent.
2 E Principal of the Bonds is payable upon presentation and surrender of the Bonds at the corporate office of the Trustee,in Omaha,Nebraska. The Bonds are subject to optional
redemption,mandatorysinkingfund redemption and extraordinaryoptional redemptionprior to• � p p' p p maturity,as more fully set forth herein.
rn
O 0 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
m .�• 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
3
E 0 institutions on the books of DTC as described herein. Purchasers will not receive certificates evidencing the Bonds. Principal of,premium,if any,and interest on the Bonds will
o in a 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 1
• P. >_ 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 I
t y •C 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,
°m ... • if any,and interest on such Bonds. See"THE BONDS—Book-Entry-Only System"herein.
O C 0
D The Bonds are being.issued toprovide funds for the Cityof Omaha ParkingFacilities Corporation(the"Corporation")to payall or aportion of the costs of acquiring,
m �e rP ) q g.
ee• 0 E' constructing,furnishing and equipping two public parking garages to be located in the City of Omaha,Nebraska.
e
m o o I
0 A o MATURITY SCHEDULE" •
•= 'a $5,470,000 Serial Bonds
.+ y y
y a Maturity Date Principal Interest Price or Maturity Date Principal Interest Price or
m _ (September 15) Amount Rate Yield (September 15) Amount Rate Yield
' O y
0
F — 0 1996 $265,000 2004 $370,000 I
m
y y
c S m 1997 275,000 2005 390,000
• y 1
c
c 1998 285,000 2006 410,000
E m g 1999 295,000 2007 430,000
m 0 ,,
ag s 2000 310,000 2008 450,000
• 1+
ii u a 2001 320,000 2009 475,000
E m o 2002 335,000 2010 505,000
a d
o io u 2003 355,000
a)• a
a.
• 0 O'
y0 C $3,005,00U %Term Bonds due September 15,2015
m "(Price %Plus Accrued Interest)
e .2
1 .c am. The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of September 1, 1995 by and between City of Omaha Parking Facilities
•0 .E •°' Corporation(the"Corporation")and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA OR A PLEDGE OF ITS FAITH AND CREDIT,
'o• 73 0 BUT ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY THE CITY OF OMAHA,NEBRASKA UNDER A LEASE-PURCHASE AGREEMENT
e a O DATED AS OF SEPTEMBER 1,1995 BY AND BETWEEN THE CORPORATION AND THE CITY.
co y w
o E •2 This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain
O• ie tY
information essential and material to the making of an informed investment decision.
O m ,27
c m The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriters,subject to the approval of legality of the Bonds by
ai
e e Kutak Rock,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the Underwriters by their counsel,Kutak Rock. It is expected that delivery
e $ of the Bonds will be made on or about September , 1995,at DTC against payment therefor.
L 3 •O
C ,� 0
m0
KIRKPATRICK PETTIS
• C d
m
a' FIRSTIER BANK.NATIONAL ASSOCIATION SMITH BARNEY INC. DAIN BOSWORTH INCORPORATED
• v
o c o CHILES HEIDER DIVISION
m c
y o
_ ai
.� c 5 m Dated: September , 1995
V0 y0
C1 � L
• e• wc ._ 0 *Preliminary;subject to change.
3
C
c c
d C
as 0 m as
Y
o. � s �
y a1 U_ 0°U
E-. .E.' 3 ci
01/161215.5
f Y.
No dealer, broker, salesperson or other person has been authorized by the City, the Corporation or the
Underwriters to give any information or to make any representations in connection with the Bonds or the matters
described herein, other than those contained in this Official Statement, and, if given or made, such other
information or representations must not be relied upon as having been authorized by the City,the Corporation or
the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person
to make such offer,solicitation or sale. The information and expressions of opinion contained herein are subject
to change,without notice,and neither the delivery of this Official Statement,nor any sale made hereunder,shall,
under any circumstances,create any implication that there has been no change in the matters described herein since
the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein
and may not be reproduced or used,in whole or in part,for any other purpose. The Underwriters may offer and
sell Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page hereof.
The offering prices may be changed from time to time by the original purchasers.
TABLE OF CONTENTS
INTRODUCTION 1 THE AGREEMENT 9
THE CORPORATION 1 THE INDENTURE 11
THE PROJECTS 2 UNDERWRITING 13
ESTIMATED SOURCES AND USES OF CONTINUING DISCLOSURE 14
FUNDS 2 LITIGATION 14
SECURTTY FOR THE BONDS 3 LEGAL MATTERS 14
THE BONDS 4 Tax Exemption 14
Description of the Bonds 4 Statutory Property Tax Receipts Limitation . . 15
Place of Payment 4 Revaluation of Residential Real Property . . . 16
Book-Entry Only System 4 Legal Opinions 16
Optional Redemption 7 RATINGS 16
Mandatory Sinking Fund Redemption 7 FINANCIAL STATEMENTS 17
Extraordinary Optional Redemption 8 MISCELLANEOUS 17
Additional Bonds 8 APPENDIX A—City of Omaha
Refunding Bonds 9 APPENDIX B—Form of Letter Agreement
THE LEASE 9 APPENDIX C—Form of Opinion of Bond Counsel
IN CONNECTION WITH THEIR REOFFERING OF THE BONDS, THE UNDERWRITERS OF THE
BONDS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN MARKET
PRICES OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
01/161215.5
f RY
construction, furnishing and equipping of public parking facilities within the geographical
boundaries of the City of Omaha, Nebraska.
The Corporation has three directors, who serve without compensation. Their names and
principal occupations are as follows:
Name and Office Occupation
Gregory A. Peterson, President Assistant Planning Director
for the City of Omaha
Joseph A. Mangiamelli, Vice President Director of the Administrative Services
Department of the City of Omaha
Larry Lahaie, Secretary/Treasurer Public Events Manager for
the City of Omaha
The three directors named above hold office until death or resignation, in which case the
City may designate a successor, but if the City does not designate a successor within 30 days
after the death or resignation, the remaining directors shall appoint a successor.
THE PROJECTS O C S
The Corporation will use the proceeds of the Bonds to pay all or a portion of the costs
of acquiring, constructing, furnishing and equipping the Projects.
The Project sites are owned by the City, which is leasing the Project sites to the
Corporation under the Ground Lease Agreement dated as of September 1, 1995 (the "Lease")
by and between the City and the Corporation for a term ending on September 15, 2015, at a
rental of$10 per year which was prepaid upon the delivery of the Bonds. See "THE LEASE."
ESTIMATED SOURCES AND USES OF FUNDS
•
Following are the estimated sources and uses of the Bond proceeds:
Sources of Funds
Bond Proceeds $
Interest from September 15 to date of closing
Total $
01/161215.5 2
r
,
OFFICIAL STATEMENT
$8,475,000*
CITY OF OMAHA PARKING FACILITIES CORPORATION
LEASE REVENUE BONDS
(OMAHA-PARK FOUR AND OMAHA-PARK FIVE PROJECTS)
SERIES 1995
•
INTRODUCTION
This Official Statement and the cover page (excluding prices) are furnished in connection
with the offering by City of Omaha Parking Facilities Corporation, a nonprofit corporation
organized under the laws of the State of Nebraska (the "Corporation") of$8,475,000* aggregate
principal amount of its Lease Revenue Bonds (Omaha-Park Four and Omaha-Park Five
Projects), Series 1995, to be issued pursuant to the Indenture of Trust dated as of September 1,
1995 (the "Indenture") by and between the Corporation and FirsTier Bank Omaha, N.A.,
as trustee and paying agent (the "Trustee").
The proceeds of the Bonds will be provided to the Trustee for deposit in the Acquisition
Fund pursuant to the Indenture and used to finance all or a portion of the costs of acquisition,
construction, furnishing and equipping of two public parking garages, one such garage to be
located at 10th and Jackson Streets, Omaha, Nebraska, known as Omaha-Park Four (the
"Omaha-Park Four Project") and the other such garage to be located adjacent to the Omaha
Civic Auditorium at 1804 Capitol Avenue, Omaha, Nebraska, known as Omaha-Park Five (the
"Omaha-Park Five Project" and, collectively with the Omaha-Park Four Project, the "Projects").
The Bonds will be secured by a pledge of the cash rents payable by the City of Omaha,
Nebraska (the "City") under the Lease-Purchase Agreement dated as of September 1, 1995 (the
"Agreement") by and between the Corporation and the City and assigned by the Corporation to
the Trustee under the Indenture. The Trustee will receive such cash rentals and act as paying
agent for the Bonds.
THE CORPORATION
The Corporation was incorporated on September , 1995 under the Nebraska Nonprofit
Corporation Act, Sections 21-1901 - 21-1991, R.R.S. Neb. 1943, as amended. The only
purpose for which the Corporation was organized is to assist the City with the acquisition,
'Preliminary; subject to change.
01/161215.5
Uses of Funds
Acquisition Fund Deposit $
Bond Fund Deposit
Underwriter's Discount and Costs of Issuance
Total $
SECURITY FOR THE BONDS
The Corporation and the City have entered into the Agreement whereby the Corporation
has leased the Projects to the City for a period ending on September 15, 2015. Under the
Agreement, the City is obligated to pay, semiannually, cash rentals equal in amount to the
principal of and interest on the Bonds, which cash rental payments will be due in such amounts
and at such times as to provide sufficient funds to meet the principal and interest payments on
the Bonds as the same become due. The City is also obligated to provide insurance and pay any
taxes, maintenance expenses and other miscellaneous expenses so that the cash rentals are net
to the Corporation. See "THE AGREEMENT."
The cash rentals due from the City will be assigned to and received by the Trustee for
payment of principal of and interest on the Bonds.
Under Section 5.17 of the Home Rule Charter of the City of Omaha, 1956, as amended
(the "City Charter"), the City is specifically authorized to enter into lease-purchase agreements,
and under Section 5.27 of the City Charter, the amount of any such lease-purchase agreement
is not chargeable against the City's debt limit.
The City's obligations under the Agreement are general obligations of the City payable
from the City's General Fund each year of the lease-purchase term on the same basis as
operating expenses and other contractual obligations of the City. The Agreement is an
unconditional obligation of the City and is not subject to annual renewal. The City is required•
to annually include in its General Fund budget appropriations for paying the lease-purchase
obligations. The City's primary sources of General Fund revenues are:
(a) A general property tax not exceeding $.6125 per $100 of actual taxable
value plus certain other amounts more fully described under the caption "AUTHORITY
TO LEVY TAXES" in Appendix A hereto.
(b) A city sales and use tax of 11/2%.
See the captions "CITY OF OMAHA GENERAL FUND" and "AUTHORITY TO
LEVY TAXES" in Appendix A for further details on the City's sources of revenue.
•
01/161215.5 3
The Bonds are payable from and secured solely by the cash rentals payable by the City.
The Corporation has no assets other than the Projects, or revenues other than such cash rentals.
Section 13 of the Agreement contains the following provision:
City agrees that no delay, failure or insufficiency, for any reason whatsoever
(including, in particular, but without limitation, an insufficiency in the amount of
Bond proceeds to pay the cost of the Projects), in the acquisition, construction or
operation of the Projects, or any part thereof, shall entitle City to terminate this
Agreement or operate in any way to suspend, abate or reduce the Rental
Payments due or to become due under the terms of . . . this Agreement.
THE BONDS
Description of the Bonds
The Bonds, in aggregate principal amount of$8,475,000,* will be dated September 15,
1995, will be issued in fully registered form, and will mature as set forth on the cover page of
this Official Statement. Interest is payable semiannually on March 15 and September 15 of each
year commencing March 15, 1996.
Place of Payment
The principal of the Bonds will be payable in lawful money of the United States of
America at the corporate trust office of FirsTier Bank Omaha, N.A., as trustee and paying agent
(the "Trustee"), in Omaha, Nebraska. Interest on the Bonds will be paid by wire transfer of the
Trustee to the registered owner of$1,000,000 in aggregate principal amount of the Bonds upon
written notice by the registered owner given to the Trustee not later than the close of business
on February 1 or August 1, as the case may be, or by check or draft mailed to the person in
whose name a Bond is registered as of the February 1 or August 1, as the case may be, next
preceding each interest payment date.
Book-Entry Only System
The Depository Trust Company ("DTC"), New York, New York, will act as securities
depository for the Bonds. The Bonds will be initially issued as fully registered securities
registered in the name of Cede & Co. (DTC's partnership nominee). One fully registered Bond
certificate will be issued for each maturity of the Bonds and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law,
a "banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
`Preliminary; subject to change.
01/161215.5 4
Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct
Participants") deposit with DTC. DTC also facilitates the settlement among Participants (as
defined hereinafter) of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as securities brokers
and dealers, banks and trust companies that clear through or maintain a custodial relationship
with a Direct Participant either directly or indirectly ("Indirect Participants"). (Direct
Participants and Indirect Participants are referred to herein collectively as the "Participants.")
The Rules applicable to DTC and its Participants are on file with the Securities and Exchange
Commission.
Purchases of the Bonds under the DTC system must be made in authorized denominations
by or through Direct Participants, which will receive a credit for the Bonds on DTC's records.
The ownership interest of each actual purchaser of each Bond (a "Beneficial Owner") is in turn
to be recorded on the Direct Participants' and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their purchase, but Beneficial Owners are
expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of beneficial ownership interest in the Bonds are
to be accomplished by entries made on the books of Participants acting on behalf of Beneficial
Owners. For every transfer and exchange of beneficial ownership interests in the Bonds, DTC
and the Participants may charge the Beneficial 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 (AS HEREINAFTER DEFINED), INCLUDING RECEIPT OF ALL
PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS,
RECEIPT OF NOTICES AND VOTING.
To facilitate subsequent transfers, the Bonds deposited by Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit of the Bonds
with DTC and their registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC will have no knowledge of the actual Beneficial Owners of the Bonds. DTC's
records will reflect only the identity of the Direct Participants to whose accounts such Bonds are
01/161215.5 5 ' ,7-%\
credited, which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants
to Beneficial Owners, will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time.
Redemption notices will be sent to Cede & Co. If less than all of the Bonds are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its
usual procedures, DTC mails an Omnibus Proxy to the City, as issuer of the Bonds, as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Principal, premium, if any, and interest payments on the Bonds will be made by the
Paying Agent to DTC. DTC's practice is to credit Direct Participants' accounts on payment
dates in accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on a payment date. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC, the Trustee, the
Corporation or any other party under the Indenture, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal, premium, if any, and
interest to DTC is the responsibility of the Trustee, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to the Corporation and the Trustee. Under such
circumstances, in the .event that a successor securities depository is not obtained, Bond
certificates are required to be delivered as described in the Indenture.
Upon (i) the written direction of the Corporation or (ii) the written consent of 100% of
the Bondholders, the Trustee shall withdraw the Bonds from DTC and authenticate and deliver
Bond certificates fully registered to the assignees of DTC or its nominee. If the request for such
withdrawal is not the result of any Corporation action or inaction, such withdrawal, authorization
and delivery shall be at the cost and expense of the persons requesting such withdrawal,
authentication and delivery.
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The information in this section concerning DTC and DTC's book-entry system has been
obtained from DTC. The Corporation does not take any responsibility for its accuracy.
THE CORPORATION AND THE TRUSTEE CANNOT AND DO NOT GIVE ANY
ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS
WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (i) PAYMENTS OF
PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS,
(ii) CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST OR OTHER
CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN THE BONDS OR
(iii) REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO., ITS
NOMINEE, AS THE REGISTERED OWNERS OF THE BONDS, OR THAT THEY WILL
DO SO ON A TIMELY BASIS OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT
PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS
OFFICIAL STATEMENT. THE CURRENT "RULES" APPLICABLE TO DTC ARE ON
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE CURRENT
"PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DIRECT
PARTICIPANTS ARE ON FILE WITH DTC.
NEITHER THE CORPORATION NOR THE TRUSTEE HAS ANY RESPONSIBILITY
OR OBLIGATIONS TO THE DIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS
WITH RESPECT TO (A) TIC ACCURACY OF ANY RECORDS MAINTAINED BY DTC
OR ANY DIRECT PARTICIPANT; (B) THE PAYMENT BY DTC OR ANY DTC
PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNERS IN RESPECT
OF THE PRINCIPAL, PREMIUM, IF ANY, AND INTEREST ON THE BONDS; (C) THE
DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DIRECT PARTICIPANT
OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR
PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO
BONDHOLDERS; (D) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE
PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR
(E) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE,
CEDE & CO., AS BONDHOLDER.
Optional Redemption
The Bonds maturing September 15, 2006 and thereafter are subject to redemption at the
option of the Corporation from any source, in whole at any time, or in part on any interest
payment date, in such order of maturities as determined by the Corporation (and by lot or other
random selection method within a maturity) on or after September 15, 2005, at the following
redemption prices (expressed as a percentage of the principal amount to be redeemed), plus
accrued interest to the date of redemption:
•
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Redemption Period
(dates inclusive) Redemption Price
September 15, 2005 to September 14, 2006 102%
September 15, 2006 to September 14, 2007 101
September 15, 2007 and thereafter 100
Mandatory Sinking Fund Redemption
The Bonds maturing September 15, 2015 are subject to mandatory sinking fund
redemption from cash rental sinking fund payments prior to their respective maturity dates, by
lot (or other random selection method) selected by the Trustee, at a price of par, without
premium, on September 15, 2011, and on each September 15 thereafter in the years and
principal amounts set forth below:
Year Principal Amount
2011 $
2012
2013
2014
2015 (maturity)
To the extent that such Bonds have been previously called for redemption in part and
otherwise than from the sinking fund, each related aforesaid annual sinking fund payment for
- the Bonds of such maturity shall be reduced by the amount obtained by multiplying the principal
amount of such Bonds of such maturity so called for redemption, by the ratio which each annual
sinking fund payment for the Bonds of such maturity bears to the total sinking fund payments
of such Bonds subject to sinking fund redemption, and by rounding each sinking fund payment
to the nearest $5,000 multiple.
In case a Bond subject to sinking fund redemption is of a denomination larger than
$5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed, but Bonds
shall be redeemed only in the principal amount of$5,000 each or any integral multiple thereof.
On or before the thirtieth day prior to each such sinking fund payment date, Trustee shall
proceed to select for redemption (by lot in such manner as Trustee may determine), from all
outstanding Bonds subject to sinking fund redemption, a principal amount of such Bonds equal
to the aggregate principal amount of such Bonds redeemable with the required sinking fund
payment, and shall call such Bonds or portions thereof($5,000 or any integral multiple thereof)
for redemption from such sinking fund on the next September 15, and give notice of such call.
01/161215.5 8
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Extraordinary Optional Redemption
The Bonds are also subject to redemption at any time, in whole or in part, in the event
of damage to or destruction to one or both of the Projects or condemnation thereof and election
by the City that the proceeds of such damage, destruction or condemnation shall not be used to
rebuild or restore the affected Project or Projects. Any such redemption shall be at a principal
amount of the Bonds equal to the ratio of the dollar amount of such damage, destruction or
condemnation award to the principal amount of the Bonds then outstanding,plus accrued interest
to the redemption date.
Additional Bonds
Additional Bonds on parity with the Bonds may be issued only if the Agreement is
amended to increase the cash rentals payable by the City to provide sufficient funds at the times
and in the amounts necessary to pay principal of and interest when due on both the outstanding
Bonds and the proposed Additional Bonds.
Refunding Bonds
Other Bonds to refund all or any of the Bonds may be issued at any time so long as the
cash rentals payable by the City are sufficient to cover the principal and interest requirements
on all Bonds outstanding, including the refunding Bonds.
THE LEASE
Following is a summary of certain provisions of the Lease. Reference should be made
to the Lease itself for a complete statement of its provisions.
Pursuant to the Lease, the City agrees to lease to the Corporation the respective parcels
of land upon which the Projects will be constructed, in consideration of which the Corporation
agrees to pay the City rent in the amount of $10.00 per year, to and including September 15,
2015, when the Lease expires by its terms.
Upon the expiration of the Lease, the Corporation will return the land, together with any
buildings or improvements thereupon, to the City.
The Lease is binding upon any successors or assigns of the City or the Corporation.
01/161215.5 9
THE AGREEMENT
Following is a summary of certain provisions of the Agreement. Reference should be
made to the Agreement itself for a complete statement of its provisions.
Term. The term of the Agreement is for 20 years and 14 days, beginning on
September 1, 1995 and ending on September 15, 2015.
Rental. The City agrees to pay to the Corporation cash basic rent in the amounts and
on or before the dates shown in the Agreement. The due dates of the cash rental payments are
the principal and interest payment dates of the Bonds, and the amount of each rental installment
is equal to the principal and interest next due. The City agrees that the cash rent shall be net
to the Corporation and that all costs, expenses and obligations of every kind which may arise
or become due with respect to the Projects during the term of the Agreement shall be paid by
the City.
Assignment of Rentals. The Trustee is the assignee of all of the Corporation's rights to
collect basic rent due under the Agreement, and such basic rent shall be paid by the City directly
to the Trustee for the benefit of the owners of the Bonds.
Prepayment. The City has the right to prepay the basic rent at any time and without
penalty and thereby purchase the Projects upon 30 days' prior written notice to the Corporation,
provided that the City is not in default under the Agreement. Any such prepayment must be in
an amount sufficient to pay the principal of all outstanding Bonds, plus redemption premium,
if any, and accrued interest, if any, to the first permitted redemption date.
Additional Payments by City. As additional rental, the City has agreed to pay all taxes
on the Projects and all utility charges incurred in the operation, maintenance and use of the
Projects, the fees and expenses of the Trustee under the Indenture and the expenses of any audit
or examination of the Corporation's records requested by the City.
Repairs and Maintenance. The City has agreed, at its own expense, to put and maintain
the Projects in good and safe order and condition and to make all necessary repairs required for
any reason.
Insurance, Damage or Destruction. The City has agreed:
(a) to obtain and keep in force during the term of the Agreement fire and
extended-coverage insurance with respect to the Projects in an amount at least equal to
the full insurable value thereof, with the City, the Corporation and the Trustee, as their
interests may appear, to be named as insured parties, but with any loss to be adjusted by
and paid to the City so long as the City is not in default;
01/161215.5 10
(b) that no damage to or destruction of any part of the Projects by fire or other
casualty shall entitle the City to terminate the Agreement or to violate any of its
provisions or in any way to suspend, abate or reduce the rent then due or thereafter
becoming due under the terms of the Agreement unless the City shall elect not to replace
or restore the Projects and shall provide to the Trustee funds sufficient to redeem all the
Bonds in accordance with the Indenture; and
(c) to deliver to the Trustee as named insured at or prior to the issuance of
the Bonds a mortgagee's title insurance policy in the amount of$8,475,000 insuring that
the City has a fee simple title to the sites of the Projects.
The City may self-insure by means of an adequate self-insurance fund set aside and
maintained out of its revenues if the City insures properties similar to the Projects by
self-insurance.
Condemnation. No condemnation of all or any part of the Projects shall in any way
affect the liability of the City to pay the full rent due under the Agreement and proceeds of any
such condemnation shall be paid to the Corporation and applied on the last unpaid rental
installment, unless the City elects to have all Bonds redeemed as provided by the Indenture.
Indemnification of the Corporation. The City has agreed to indemnify the Corporation
against all liabilities, penalties, damages and expenses which may be imposed upon, incurred by
or asserted against the Corporation as a result of (a) the failure of the City to perform any
obligation of the City under the Agreement; (b) any use or condition of the Projects or any part
thereof or any street, alley, sidewalk, curb, passageway or space adjacent thereto; (c) any
personal injury, including death resulting at any time therefrom, or property damage occurring
on or about the Projects or any adjacent street, alley, sidewalk, curb, passageway or space;
(d) the failure of the City to comply with any requirement of any governmental authority; and
(e) any mechanic's lien or security agreement filed against the Projects or any part thereof.
Alterations, Additions and Improvements. The City has the right to make any
alterations, additions or improvements to the Projects which will not diminish the value thereof,
and any such alterations, additions or improvements shall become a part of the Projects and shall
be covered by the Agreement.
Use of Premises. The Projects may be used by the City for public parking purposes and
other such uses as the City shall deem appropriate from time to time; provided, however, that
any other use of the Projects shall not impair the City's use of the Projects as public parking
facilities or the exclusion of interest on the Bonds from the gross income of the holders thereof
for federal income tax purposes. The City may sublet any part of the Projects for any uses for
a period not extending beyond the term of the Agreement; provided, however, that such
subletting will not impair the exclusion of interest on the Bonds from gross income for the
purposes of federal income taxation.
01/161215.5 1 10
No Right of Surrender by the City. The City has no right to surrender the Projects to
the Corporation, and no abandonment of the Projects or failure or inability of the City to use
the Projects at any time shall relieve the City of its obligation to pay the agreed rentals for the
entire term of the Agreement.
Conveyance of Project to the City. The Corporation has agreed to convey the Projects
to the City upon full payment of the rentals due under the Agreement.
Default. The Corporation has the right to terminate the Agreement and take possession
of the Projects in the event the City defaults in the performance of any of its obligations under
the Agreement and such default continues for a period of 30 days after written notice to the City.
No such termination shall operate to relieve the City of its obligation to the Corporation to pay
the cash rentals due under the Agreement, and the City shall continue to be liable for payment
of the basic cash rent.
Donations Held as Trust Fund. The City has agreed that any donation received by the
City to assist in acquiring, constructing, furnishing and equipping the Projects shall be held in
trust and (unless the use is otherwise specified by the donor) used only to satisfy the City's
obligations under the Agreement, to apply to the purchase of the Projects from the Corporation
and to pay costs of acquiring the Projects.
THE INDENTURE
Following is a summary of certain provisions of the Indenture not summarized elsewhere
in this document. Reference should be made to the Indenture itself for a complete statement of
its provisions.
Investment of Funds. All moneys held by the Trustee for the credit of any fund or
account under the Indenture shall be invested and reinvested by the Trustee upon the written
direction of the Corporation, but only in investments authorized by Reissue Revised Statutes of
Nebraska, 1943, Section 14-563, viz. securities of the United States, the State of Nebraska, the
City, Douglas County, Nebraska, a school district of the City, municipality owned and operated
public utility property and parts of the City, and certificates of deposit from and time deposits
in bank or capital stock financial institutions selected as depositories of City funds, provided that
moneys deposited from cash rental payments to the credit of the Bond Fund shall only be
invested and reinvested by the Trustee in direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of America. Any such
investment shall mature at such time and in such amounts so that funds will be available when
required. Income from all investments shall be credited to the fund from which the investment
was made.
Amendment of Indenture. An amendment which would extend the maturity of or reduce
the interest rate on any Bond or affect the pledge and assignment of the cash rentals payable by
the City or permit any priority of any Bond over any other Bond or reduce the percentage of
0 01/161215.5 12
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Bondholders required to consent to any amendment of the Indenture requires the specific consent
of the owner of each Bond which would be affected thereby. In the case of all other
amendments, the Indenture may not be modified or amended without the consent of the owners
of at least two-thirds of the principal amount of each Series of Bonds outstanding, except to
(i) correct an ambiguity or formal defect or omission, including any subsequent amendments
thereto; (ii) grant and confer upon the Trustee for the benefit of the Bondholders any additional
rights, remedies, powers, authority or security that may be lawfully granted to or conferred upon
the Bondholders or the Trustee; (iii) issue Additional Bonds or refunding bonds; (iv) comply
with such requirements of the Code as are necessary in the opinion of nationally recognized bond
counsel to make the interest on the Bonds exempt from federal income taxes; or (v) modify,
alter, amend or supplement the Indenture in any other respect which in the judgment of the
Corporation, as concurred in by the Trustee, is not materially adverse to the Bondholders.
Amendment of the Agreement. No amendment to the Agreement shall be made without
the consent of the Trustee. Amendments may be made with the consent of the owners of
two-thirds of the principal amount of all Bonds outstanding, but in no event shall the cash rental
payable by the City be reduced or the payment dates extended without the consent of the owners
of all Bonds outstanding.
Notice of Redemption of Bonds. If a Bond in book-entry-only form is called for
redemption, notice shall be mailed to the Depository not less than 30 days, nor more than 60
days prior to the redemption date. If a Bond not in book-entry-only form is called for
redemption, notice shall be given by mailing a copy of the redemption notice by first-class mail
not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond
to be redeemed at the address shown on the registration books of the Corporation kept by the
Trustee.
Defeasance. The Corporation's obligation as to any Bond shall be discharged when there
has been deposited with the Trustee, in trust solely for such purpose, cash or United States
government direct or guaranteed obligations maturing in such amount and at such times as will
provide funds sufficient to retire such Bond at maturity or earlier permitted redemption date and
pay interest and premium, if any, thereon to such retirement date.
Events of Default. The following constitute events of default under the Indenture:
(1) default in the due and punctual payment of the principal of or the interest
on any outstanding Bond and the continuance thereof for a period of five days;
(2) default in the due and punctual payment of the basic cash rental payments
to the Trustee and the continuance thereof for a period of 30 days; or
(3) default in the performance or observance of any other of the covenants,
agreements or conditions on the Corporation's part contained in the Indenture, or in the
Bonds, and the continuance thereof for a period of 30 days after written notice thereof
01/161215.5 13
to the Corporation by the Trustee, or by the owners of not less than 20% in aggregate
principal amount of Bonds outstanding.
Default Remedies. Upon the occurrence of an event of default under the Indenture, the
Trustee may, and upon the written request of the owners of 20% in principal amount of the
Bonds, shall, accelerate the principal of and the interest on the Bonds. The Trustee may rescind
its declaration of acceleration and waive any default under the Indenture under certain
circumstances. The owners of not less than 20% in principal amount of Bonds then outstanding
shall have the right to request the Trustee, upon being indemnified to its satisfaction, to exercise
any remedies available under the Agreement and, to the extent consistent therewith, may sell,
lease or manage any portion of the Projects and apply the net proceeds thereof as provided in
the Indenture and, whether or not it has done so, proceed to take any other steps needful for its
protection and that of the owners of the Bonds subject to the right in all events of the owners
of a majority in principal amount of Bonds outstanding to direct the Trustee's action.
UNDERWRITING
Under a Bond Purchase Agreement(the "Bond Purchase Agreement") entered into by the
Corporation and Kirkpatrick, Pettis, Smith, Polian, Inc.; FirsTier Bank, National Association;
Smith Barney Inc./Chiles Heider Division; and Dail Bosworth Incorporated, as Underwriters
(the "Underwriters"), the Bonds are being purchased at a price of $ . The Agreement
provides that the Underwriters will purchase all of the Bonds if any are purchased. The
obligation of the Underwriters to accept delivery of the Bonds is subject to various conditions
contained in the Bond Purchase Agreement, including the absence of pending or threatened
litigation questioning the validity of the Bonds or any proceedings in connection with the
issuance thereof and the absence of material adverse changes in the fmancial or business
condition of the Corporation or the City.
The Underwriters intend to offer the Bonds to the public initially at the offering prices
set forth on the cover page of this Official Statement, which prices may subsequently change
without any requirement of prior notice. The Underwriters reserve the right to join with dealers
and other underwriters in offering the Bonds to the public. The Underwriters may offer and sell
Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices
lower than the public offering price.
CONTINUING DISCLOSURE
The City has entered into an undertaking (the "Undertaking") for the benefit of the
holders of the Bonds to send certain financial information and operating data to certain
information repositories annually and to provide notice to the Municipal Securities Rulemaking
Board or certain other repositories of certain events, pursuant to the requirements of
Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R.,
§ 240.15c2-12) (the "Rule"). See APPENDIX B—FORM OF LETTER AGREEMENT.
01/161215.5 14
The City's Undertaking is its first under the Rule. A failure by the City to comply with
the Undertaking will not constitute an Event of Default under the Indenture or the Agreement,
although any Bondholder will have any available remedy at law or in equity, including seeking
specific performance by court order, to cause the City to comply with its obligations under the
Undertaking. Any such failure must be reported in accordance with the Rule and must be
considered by any broker, dealer or municipal securities dealer before recommending the
purchase or sale of the Bonds in the secondary market. Consequently, such a failure may
adversely affect the transferability and liquidity of the Bonds and their market price.
LITIGATION
No litigation is pending or, to the knowledge of the Corporation, threatened in any court
to restrain or enjoin the issuance or delivery of any of the Bonds or in any way contesting or
affecting the validity of the Bonds, the related resolution of the Corporation, the Agreement, the
Indenture, or the City's related ordinance, or contesting the powers or authority of the
Corporation to issue the Bonds or to adopt the related resolution or of the city to execute and
deliver the Agreement or pass its related ordinance.
LEGAL MATTERS
Tax Exemption
In the opinion of Kutak Rock, Bond Counsel, to be delivered at the time of original
issuance of the Bonds, under existing laws, regulations, rulings and judicial decisions, interest
on the Bonds is (a) excluded from gross income for federal income tax purposes and (b) is not
a specific item of tax preference for purposes of the federal alternative minimum tax imposed
on individuals and corporations. Interest on the Bonds, however, will be included in the
"adjusted current earnings" (i.e., alterative minimum taxable income as adjusted for certain
items including those items that would be included in the calculation of a corporation's earnings
and profits under Subchapter C of the Internal Revenue Code of 1986, as amended(the "Code"))
of certain corporations for taxable years beginning after 1989 and such corporations are required
to include in the calculation of alternative minimum taxable income 75% of the excess of each
such corporation's adjusted current earnings over its alternative minimum taxable income
(determined without regard to this adjustment and prior to reduction for certain net operating
losses).
The opinions set forth above are subject to continuing compliance by the City and the
Corporation with their respective covenants regarding federal tax laws in the Ordinance and the
Indenture. 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, corporations (including S corporations, foreign corporations operating
01/161215.5 15
•
branches in the United States and corporations subject to the environmental tax imposed by
Section 59A of the Code), Social Security or Railroad Retirement benefit recipients, or
individuals who itemize deductions, among others. The extent of these other tax consequences
will depend upon the recipients' particular tax status of other items of income or deduction.
Bond Counsel expresses no opinion regarding any such consequences and investors should
consult their own tax advisors regarding the tax consequences of purchasing or holding the
Bonds.
In Bond Counsel's further opinion, under the existing laws of the State of Nebraska, the
interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for
purposes of the federal income tax.
Statutory Property Tax Receipts Limitation
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, was
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
continues to be the object of considerable controversy and challenges. During the First Session
of the 1995 Nebraska Legislature, several bills and resolutions proposing a variety of property
tax relief measures that would impact local political subdivisions, including the City, were
introduced. Among other things, the proposals include limitations on the real property tax levy,
government spending limitations and, to offset property tax reductions, imposition of new taxes
on services and sales. In addition, several initiative petitions proposing constitutional property
tax relief amendments are circulating in the State.
In 1994, a lawsuit was filed in Lancaster County District Court challenging the validity
under the equal protection clauses of the Nebraska Constitution and the Constitution of the
United States of America of a May 12, 1992 amendment to the uniformity clause of the
Nebraska Constitution. The uniformity clause, as so amended, grants the Nebraska Legislature
greater authority to administer the property tax in a nonuniform manner and allows real and
personal property to be treated as separate classes of tangible property for taxation purposes.
Arguments were heard in May of 1995, and the trial judge has taken the lawsuit under
advisement.
There can be no assurance that Nebraska's system of assessing and taxing real and
personal property will remain substantially unchanged, given the uncertain outcome of the
various bills, resolutions, petitions and the lawsuit. Such changes could materially and adversely
affect the amount of property tax revenues the City could collect in future years. The City does
not believe, however, that the Nebraska Legislature would leave the City without adequate taxing
resources to pay for its programs and meet its financial obligations, including the repayment of
its bonds and other obligations. The opinion of Bond Counsel will be rendered based on the law
01/161215.5 16
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.
Revaluation of Residential Real Property
The Douglas County Assessor has completed two years of a three-year project to revalue
residential real property in Douglas County to provide for equalization of assessments of such
property for taxation in compliance with the Constitution and statutes of the State. In 1994, the
State Board of Equalization and Assessment also imposed a general 10% valuation increase on
residential real property in Douglas County for assessment equalization purposes. The initial
valuation increases were effective for ad valorem taxes levied in 1994 for collection in 1995.
The general effect of the revaluations is to shift to owners of residential real property a portion
of the property tax burden previously shouldered by the owners of other classes of real property,
such as business and agricultural properties. In order to avoid a windfall of property tax
revenues from the general 10% valuation increase, Douglas County, after making allowance for
actual growth in taxable real and personal property, set its 1994 levy at a level designed to limit
1995 collections to an amount estimated not to exceed the amount that would have been collected
but for such revaluation. The levies with respect to each separate issue of the Bonds will be set
in accordance with the revaluations.
Legal Opinions
Legal matters incident to the authorization and issuance of the Bonds are subject to the
unqualified approving opinion of Kutak Rock, Bond Counsel, a copy of whose approving opinion
will be delivered with the Bonds. See "APPENDIX C—FORM OF OPINION OF BOND
COUNSEL." Certain legal matters will be passed upon for the Underwriters by their counsel,
Kutak Rock.
RATINGS
Moody's Investors Service ("Moody's") and Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of " " and " ,"
respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of
such credit rating agencies. An explanation of the significance of such credit ratings may be
obtained from Moody's or S&P, as the case may be. There is no assurance that such credit
ratings will continue for any given period of time or that they will not be reviewed or withdrawn
entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither
the City nor the Underwriters have undertaken any responsibility either to bring to the attention
of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to
oppose any such proposed revision. Any such downward change in or withdrawal of such credit
ratings may have an adverse effect on the market price of the Bonds.
01/161215.5 17
FINANCIAL STATEMENTS
The audited financial statements for the City for the fiscal year ended December 31, 1994
are included in this Official Statement as a part of Appendix A and should be read in their
entirety. Financial statements for the City for fiscal years ending prior to December 31,
1994 are available for inspection at the offices of the City in Omaha, Nebraska. The financial
statements of the City as of December 31, 1994 included as Appendix A of this Composite
Official Statement have been audited by Deloitte & Touche, L.L.P. and Hayes & Associates,
independent certified public accountants, as stated in their report appearing therein.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of
estimates, whether or not so expressly stated, are set forth as such and not as representations of
fact, and no representation is made that any of the estimates will be realized. This Official
Statement is not to be construed as a contract or agreement between the Corporation and the
purchasers or owners of any of the Bonds.
The information contained in this Official Statement has been taken from the City, DTC
and other sources considered to be reliable, but is not guaranteed. To the best of the knowledge
of the undersigned, this Official Statement does not include any untrue statement of a material
fact, nor does it omit the statement of any material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading.
The execution and delivery of this Official Statement have been duly authorized by the
Corporation as of the date shown on the cover hereof.
CITY OF OMAHA PARKING
FACILITIES CORPORATION
By
President
01/161215.5 18
APPENDIX A
CITY OF OMAHA
CITY OF OMAHA—General Information
Form of Government
Omaha operates with a Mayor-Council form of government. As a home-rule city, Omaha
has all of the powers available to a home-rule city under the Nebraska Constitution. The Mayor
and Council, consisting of seven members, are elected for four-year terms. The Mayor is
elected in a city-wide election while the City Council members are elected by district. •
City Administration
The executive and administrative powers of the City are vested in the Mayor, who is
popularly elected for four years on a nonpartisan basis. The Honorable Hal Daub, Omaha's
Mayor, was elected on December 13, 1994 to complete the term ending in June 1997 of the
former Mayor who resigned in September 1994. Mayor Daub assumed his office on January 9,
1995. Prior to December, 1994, 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, most recently, 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 Acting Finance Director of the City,
Louis A. D'Ercole, who assumed the position upon the resignation of the City's former Finance
Director in March 1995. 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.
01/161215.5
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 662,801 as of
July 1994. Residing within the City itself in 1994 were an estimated 342,862 people.
Transportation
Eleven major airlines and five commuter airlines currently handle flights in and out of
Eppley Airfield. In 1994, 2,561,110 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 1,926,000kW.
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.
01/161215.5 A-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 secondly 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.
The 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 AT&T Technologies Inc. (formerly Western
Electric Company), Vickers, Inc. (a Trinova Company), Control Data Corporation and Lozier
Corporation. In the early 1980's, Omaha began developing as a major participant in the
01/161215.5 A-3
reservation and direct-response center industry. Currently, there are 27 such firms located
within the City. In total they employ a labor force in excess of 20,000. Major employers in
this group include First Data Resources, Hyatt Reservations, Idelman Telemarketing, Inc.,
Marriott Reservations, Wats Marketing of America, West Telemarketing and 900 Services, Inc.
Omaha is the home of 32 insurance companies, including Mutual of Omaha, the world's
largest mutual health and accident company, and Woodmen of the World Life Insurance Society,
the largest fraternal life insurance company. The district offices of the Farm Credit System for
Nebraska, Iowa, South Dakota and Wyoming are headquartered in Omaha. The Farm Credit
Bank of Omaha, among the largest in the system, has loans outstanding of over $3.8 billion.
A branch Federal Reserve Bank and 20 commercial banks are located within the city limits of
Omaha.
First Data Resources, Union Pacific Railroad, Northern Natural Gas Company, Peoples
Natural Gas Company and ConAgra, Inc. maintain their headquarters in Omaha.
During 1994, the annual average unemployment rate for the Omaha MSA was 3.0%,
compared with 6.0% for the United States as a whole. The Omaha MSA unemployment rate
in May 1995 was 2.4%, compared with a rate of 5.8% for the United States as a whole.
CITY OF OMAHA—Selected Economic Indicators
Largest Employers—City of Omaha
August 1994
United States Strategic Command Department of Defense 11,600
First Data Reources Credit Card Processors 7,000
Mutual of Omaha/United of Omaha Insurance 6,200
University of Nebraska Medical Center University,Hospital, Clinics 5,800
Omaha Public Schools School System 5,525
Methodist Health System Health Care 4,800
Union Pacific Railroad Railroad 3,500
U S West Communications Communications 3,200
City of Omaha Municipal Government 3,000
AT&T Network Systems Cable and Wire Division 2,800
Bergan Mercy Health Care 2,600
01/161215.5 .A-4
Omaha MSA Nonagricultural Wage and Salary Employment
1995
First Five
1994 Months
% of % of
Number . Total Number Total
Industry
Manufacturing 37,156 10.30 38,016 10.30
Construction and Mining 16,423 4.55 15,861 4.30
Transportation,Communications and Utilities 25,144 6.97 25,823 7.00
Trade 88,776 24.60 84,229 24.18
Finance,Insurance and Real Estate 31,868 8.83 32,102 8.70
Services 111,888 31.01 119,601 32.40
Government 49,578 13.74 48.463 13.13
Total 360,833 100.00 369,095 100.01
Source: Estimated annual averages based on place of employment,from Reports of Nebraska Department of Labor,Division of Employment and
Research Statistics.
Omaha MSA Effective Buying Income*
Year Total(000) Per Household
1950 $ 558,006 $ 4,978
1960 966,698 6,856
1970 1,956,095 11,734
1980 4,991,836 21,524
1990 9,527,248 31,166
1991 9,728,236 34,898
1992 10,572,879 35,980
1993 11,001,262 37,227
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.
O1/161215.5 A-5
Retail Sales—Douglas County
Retail Retail
Year Sales(000) Year Sales(000)
1977 $1,659,304 1986 $3,163,571
1978 1,771,647 1987 3,074,692
1979 1,848,774 1988 3,311,816
1980 1,873,004 1989 3,481,232
1981 2,017,847 • 1990 3,717,333
1982 2,250,087 1991 3,567,814
1983 3,073,914 1992 4,266,146
1984 2,739,494 1993 4,739,758
1985 2,904,388
Source:Sales and Marketing Management.
Banking Activity
Year Bank Clearings Year Bank Clearings
1950 $ 6,833,253,983 1986 $32,704,050,362
1960 9,796,472,675 1987 34,704,749,145
1970 16,751,962,240 1988 39,836,595,615
1980 31,915,078,877 1989 38,372,075,646
1981 37,294,813,955 1990 38,383,435,837
1982 33,933,485,920 1991 38,119,116,503
1983 32,048,543,360 1992 40,931,943,464
1984 32,684,214,958 1993 34,940,684,074*
1985 32,884,571,411 1994 31,868,830,077
Source:Federal Reserve Bank of Kansas City.
'Effective July 1,1993,the Federal Reserve Bank changed its policy with respect to the amounts that are included in this total. The effect of the change
was a reduction in Bank Clearings reported rather than a reduction in activity.
Value of Building Permits—City of Omaha
Year Amount Year Amount
1950 $ 24,105,401 1986 $229,321,621
1960 46,927,523 1987 245,621,274
1970 61,626,242 1988 249,985,556
1980 136,736,312 1989 269,168,245
1981 99,180,317 1990 318,473,517
1982 98,758,516 1991 286,025,269
1983 141,773,718 1992 284,328,785
1984 227,776,399 1993 301,972,761
1985 236,167,683 1994 313,879,897
Source:Department of Permits and Inspections,City of Omaha.
01/161215.5 A-6 ..D
:,
CITY OF OMAHA—Financial Statistics
City of Omaha General Fund
Statement of Revenue, Expenditures and Changes in Fund Balance
Five Years Ended December 31, 1994
Year Ended December 31
1990 1991 1992 1993 1994
Revenue:
Property taxes $ 39,052,636 $ 40,440,017 $42,915,687 $42,526,712 $44,043,664
City sales and use tax 54,829,680 56,694,789 58,505,433 60,931,372 66,875,807
Business taxes 15,649,244 18,115,070 18,963,884 20,957,900 21,610,354
Licenses and permits 2,701,627 2,498,699 2,987,276 3,740,715 4,075,181
Intergovernmental revenue 5,255,936 5,183,680 5,104,383 5,256,442 5,206,806
Charges for services 7,807,466 7,475,075 8,352,013 7,059,864 7,603,140
Investment income 4,530,855 4,705,686 3,398,404 2,312,140 2,357,026
Rents and royalties 780,077 824,541 578,176 428,853 320,148
Miscellaneous 409,591 183,282 315,749 372,780 589,431
Total revenue $131,017,112 $136,120,839 $141,121,005 $143,586,778 $152,681,557
Expenditures:
General government 11,240,199 14,382,623 19,394,754 18,444,824 19,918,688
Parks,recreation&public property 16,176,670 16,474,303 12,332,951 12,849,361 13,990,023
Public safety 58,480,036 55,266,989 60,604,640 61,265,388 61,900,314
Public works 12,843,922 14,199,764 16,258,303 14,569,119 13,636,165
Public library 4,720,424 4,639,116 4,525,992 4,798,539 3,992,385
Employee benefits 20,954,105 21,509,669 22,250,349 24,652,517 25,647,435
Lease-purchase agreements 1,754,321 2,987,760 1,857,903 1,841,261 1,950,602
Other 5,760,577 3,256,318 2,749,586 2,920,330 5,135,731
Total expenditures $131,930,254 $132,716,542 $139,974,478 $141,341,339 $146.171,343
Excess(deficiency)or revenues
over expenditures (913,142) 3,404,297 1.146,527 2,245,439 6,510,214
Other sources(uses)of
financial resources:
Initial credit 2,030,264 1,113,918 1,124,009 1,403,471 1,102,618
Operating transfers(net) 553,861 (3,114,744) (1,167,918) (2,187,664) f5,948,869)
Net other sources(uses)
of financial resources 2,584,125 (2,000,826) (43,909) (784,193) (4,846,251)
Excess(deficiency)of revenues •
over expenditures and other
sources(uses)of
financial resources* 1,670,983 1,403,471 1,102,618 1,461,246 1,663,963
Fund balance,beginning of year 3,144,182 2,237,927 2,527,480 2,505,089 2,563,864
Residual equity transfer out , (546,974) -0- -0- -0- -0-
Less—initial credit (2,030,264) (1,113,918) (1,124,009) (1,403,471) (1,102,618)
864 3 125 209
2 237 927 2 527 480 2 506 089 $ 2 563 $
Fund balance,end of year $ $ $
Source:Records of the Finance Department,City of Omaha.
*City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year the excess, if any, of revenues and adjustments over expenditures and
encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following
the year in which the excess has arisen.
N.
,40,
01/161215.5 A-7
III
Property Valuations and Debt Ratios
as of December 31
1990 1991 1992 19933 1994
Actual Valuation' $9,284,792,157 $9,706,483,045 $9,922,157,265 $9,840,315,645 $10,109,771,409
Net Direct General
Obligation Bonded
Debt2 115,435,013 123,242,603 125,857,549 127,967,461 128,491,733
% of Net Direct General
Obligation Bonded
Debt to Actual
Valuation 1.24% 1.27% 1.27% 1.30% 1.27%
'Source: Records of Accounting Department,Office of the Douglas County Clerk.
2Amounts shown above as Direct General Obligation Bonded Debt are net of the fund balance in the Debt Service Fund.
3The 1993 taxable valuation was calculated by including increases in valuation due to growth and revaluation and factoring in a 24%reduction in personal
property valuations. The reduction is the result of Nebraska Supreme Court rulings which declared that the state's then-existing personal property tax laws were
discriminatory and,therefore,unconstitutional. The reductions in tax collections were reimbursed by the State.
Population, Net General Bonded Debt and Per Capita Debt
Per Capita
Net Direct Net Direct
General Obligation General Obligation
Year Population' Bonded Debt2'3 Bonded Debt
1950 251,117 $ 11,100,500 $ 44.20
1960 301,598 30,697,871 101.78
1970 346,929 71,586,248 206.34
1980 313,911 73,939,298 235.54
1990 335,795 115,435,013 343.77
1991 338,300 123,242,603 364.30
1992 342,600 125,857,549 367.36
1993 342,885 127,967,461 372.10
1994 346,338 128,491,733 371.00
'Source: United States Census.
2Records of the Finance Department,City of Omaha.
3In 1982,the City of Omaha inaugurated a new annexation policy. The current annexation policy is designed to create annual,
balanced annexation packages and establish consistency from year to year. Such annexation packages combine areas with relatively high
outstanding indebtedness in relation to assessed valuation with other areas that have a more positive financial picture. These balanced packages
can then be added to the City without tax increase to cover retirement of the additional debt assumed by the City. Under this approach,Omaha
has grown by approximately 30,000 people and over 13 square miles as a result of annexations since 1980.
01/161215.5 A-8 0
L I
OVERLAPPING DEBT
Listed below are the political subdivisions which have the power,to levy taxes and the
amount of net bonded indebtedness of each, as of July 31, 1994, applicable to the taxable
property within the City of Omaha:
% Applicable
to $ Amount
Bonds Outstanding City of Omaha Applicable
Douglas County' $ 2,995,000 76.09% $ 2,278,952
Omaha-Douglas Public
Building Commission' 10,325,000 76.09 7,856,490
School District of Omaha' 58,120,000 86.13 50,058,756
School District of Ralston' -0- 72.92 -0-
School District of Millard' 90,642,000 53.56 48,547,855
School District No. 66
of Douglas Count? -0- 100.00 -0-
Net Overlapping Bonded Debt $108,742,053
'Douglas County,under various lease purchase agreements,is obligated to provide for annual rental payments.
From 1995 to 2005 the highest annual payment is approximately$2,956,000 (in the 1996/1997 fiscal year), the lowest
is approximately$414,315(in the 2004/2005 fiscal year),and the average annual payment is approximately$2,216,000.
2Payable from certain property tax revenues and payments to be made to it by the City of Omaha and Douglas
County under certain contractual agreements. Future annual obligations do not exceed$388,033 (in 1997). The Act
authorizing issuance of bonds by the Omaha-Douglas Public Building Commission (the "Commission") permits the
Commission to levy a tax of$.0149 per$100 of actual valuation on all the taxable property in Douglas County;the levy
for 1994-95 is $.017 per$100 of actual valuation. However, although the same Act authorizes the City to levy a tax
on all the taxable property in the City, except intangible property,of$.017 per$100 of actual valuation in excess of the
Charter limitation described under "AUTHORITY TO LEVY TAXES" in Appendix A hereto, if and to the extent
necessary to make the City's payments to the Commission, no such levy has ever been made by the City for such
purpose.
3Tax levies for general obligation bond sinking fund purposes are unlimited as to amount. Residents of the City
reside in one of the four school districts and pay taxes only to that school district.
LONG-TERM CONTRACTUAL AGREEMENTS
The City of Omaha, under certain existing contractual agreements (including lease
purchase agreements), is obligated to provide for annual payments which are a charge on the
General Fund. From 1995 to 2006, the highest annual payment is $1,078,913 (in 1995), the
lowest is $47,498 (in 2006), and the average annual payment is $330,309. Such annual
payments are included as General Fund budgetary items for which annual appropriations are
required. Under the Charter of the City of Omaha, the outstanding amount of any lease
01/161215.5 A-9
purchase agreements executed by the City as vendee or as lessee is not chargeable against the
City debt limit.
Under terms of a lease purchase agreement with the Omaha Pollution Control
Corporation, the City is required to pay basic rental of $360,000 annually, payable in
semiannual installments of $180,000. The term of the lease is for a period of 30 years,
terminating in 1997. The payments under this agreement are made from the Sewer Revenue
Fund.
City of Omaha and Local Authorities and Districts
Revenue and Special Obligation Bonds Outstanding*
as of December 31, 1994
City of Omaha:
Sanitary Sewerage System Revenue Bonds $ 24,300,000
Tax Increment Bonds and Notes 26,633,132
Special Tax Revenue Bonds 3,870,000
Omaha Public Power District 1,020,327,000
Metropolitan Utilities District of the City of Omaha -0-
Airport Authority of the City of Omaha 60,015,849
Omaha Housing Authority 10,219,000
*Revenue bond indebtedness is not general obligation debt of the City. Principal and interest are paid solely from
revenues arising from operations of the respective City facilities or of the Authority or District issuing such revenue
bonds. No taxes are levied for payment of either principal or interest. Nor are the Tax Increment Bonds and Notes and
Special Tax Revenue Bonds referred to above general obligations of the City. Principal and interest are paid(1) either
from that portion of the ad valorem tax on real property in a redevelopment project which is in excess of that portion
of the ad valorem tax upon real property in such redevelopment project produced by the levy at the rate fixed each year
by or for each public body levying a tax in such redevelopment project on the valuation for assessment of the taxable
real property as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment
plan or (2) from special tax revenues collected pursuant to redevelopment laws.
ANTICIPATED ISSUANCE
In the fourth quarter of 1995, the City plans to issue lease revenue bonds secured on the
same basis as the Bonds in the aggregate principal amount of approximately $16,000,000 to
finance a portion of the cost of improvements to the City's auditorium and general obligation
bonds in the principal aggregate amount of$14,000,000 to finance various public improvement
projects of the City.
III
01/161215.5 A-10
,
AUTHORITY TO LEVY TAXES
Under the City Charter, the tax levy of the City in any year for all purposes shall not
exceed the total of (i) $.6125 per $100 of actual taxable value plus (ii) whatever tax levy is
necessary to provide for principal and interest payments on the indebtedness of the City, for the
administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of
judgments and litigation expenses in connection therewith, plus (iii)whatever amount is required
to fmance certain overtime and holiday pay for members of the police force. In addition, the
Omaha-Douglas Public Building Commission Act pursuant to which the Commission issues
bonds empowers the City to levy a tax on all the taxable property in the City, except intangible
property, of$.017 per $100 of actual valuation in excess of the Charter limitation if and to the
extent necessary to make the City's payments to the Commission. •
The City's tax levy during its current fiscal year ending December 31, 1995 is shown in
the table below. No separate levy above the Charter limitation was made for payments to the
Omaha-Douglas Public Building Commission. A levy of the additional $.017 authorized by the
Omaha-Douglas Public Building Commission Act would have meant an additional levy of
$1,714,759. Set forth in the table below is a detailed summary of the property tax levied on real
and personal property in the City.
Total Property Tax Levies in the City of Omaha
(Levied on Real and Tangible Personal Property)
1991 1992 1993 1994 1995
(amount per$100 of actual valuation)
City of Omaha
General Fund $ .4107 $ .4257 $ .4237 $ .4266 $ .4163
Debt Service Fund .2298 .2203 .2176 .2148 .1963
Judgment Fund .0050 .0000 .0044 .0044 .0045
Riverfront Redevelopment Fund .0049 .0044 .0047 .0046 .0046
Total for City of Omaha $ .6504 $ .6504 $ .6504 $ .6504 $ .6217
1990-91 1991-92 1992-93 1993-94 1994-95
(amount per$100 of actual valuation)
Other Taxing Units
M.U.D.-Water Hydrants $ .0115 $ .0115 $ .0115 $ .0115 $ .0110
Douglas County .2912 .2912 .2915 .2912 .2775
School District of Omaha' 1.4691 1.4349 1.5293 1.6477 1.6673
School District No. 66 of Douglas County' 1.5658 1.5837 1.5758 1.6193 1.5355
School District of Ralston' 2.0415 2.0194 1'.8789 1.8837 1.9023
School District of Millard' 1.4313 1.4420 1.4111 1.4718 1.5736
State Educational Service Units .0180 .0186 .0197 .0197 .0382
Omaha-Douglas Public Building Commission .0170 .0170 .0170 .0170 .0149
Papio Missouri River Natural
Resources District .0322 .0321 .0357 .0357 .0350
Metropolitan Technical Community College .0662 .0700 .0773 .0767 .0776
Omaha Transit Authority .0700 .0700 .0700 .0700 .0635
'Residents in Omaha reside in one of the above four school districts and pay taxes only to that school district.
01/161215.5 A-11
Major Taxpayers'
The following are firms located within the City of Omaha with the greatest 1995 real estate valuations.
Value of
Taxpayer Real Property
United Benefit Life Insurance Co. (Mutual/United) $77,427,400
Prudential Insurance Company of America 60,421,300
Creighton Saint Joseph Regional Healthcare System 57,049,700
Oak View Mall Corporation 49,636,400
Crossroads Joint Venture 44,975,000
California Public Retirement System(Two Towers) 28,300,000
Woodmen of the World Life Insurance Society 24,500,000
Regency Associates 20,855,100
Omaha Hotel Inc. 20,624,200
Immanuel Inc. 17,634,900
Vanderbilt Ltd. 17,125,900
AT&T Communications Inc. 16,997,700
Kellogg USA Inc. 16,563,000
Physicians.Mutual Insurance Co. 16,525,000
PDM Inc. 16,310,200
Nebraska Furniture Mart 16,039,700
SFI Ltd. Partnership 13 etal 16,005,000
First National of Nebraska Inc. 15,640,000
First Data Resources Inc. 14,977,500
Shorenstein Realty Investors 13,950,000
Red Lion Inns Operating Limited Partnership 13,829,500
State Street Bank and Trust 13,500,000
Guarantee Mutual Life 13,088,500
SFI Ltd. Partnership 12 12,809,500
Construction Developers Inc. 11,890,000
Consolidated Capital Prop. 11,807,200
Norwest Bank Nebraska 11,600,400
Loyal Katskee 11,198,900
Comfre-Dodge Fund VII 11,164,800
Camelot Village Dev. Co. 10,455,400
C F T Company 10,435,000
Clarkson Memorial Hospital 10,295,400
Federal Reserve Bank 10,265,300
Thomasville Inc. 10,230,000
Bernard Taulborg 10,190,200
Prefco XI Limited Partnership 10,121,800
Source: Records of the Tax Control Supervisor, Office of the Douglas County Clerk.
'In 1986,valuations for Northwestern Bell Telephone Co. (predecessor in interest to US WEST)and Union Pacific Corp.were$52,368,000
and$14,212,600, respectively. Since 1987,valuations for these taxpayers have been determined on a statewide basis and taxes are collected by the
Nebraska Department of Revenue. The centrally collected taxes are distributed to local taxing units in proportion to property valuations therein.
01/161215.5 A-12
PROPERTY TAX COLLECTIONS
Property taxes on tangible property, real and personal, are levied by the City of Omaha,
collected by the Douglas County Treasurer and remitted to the City. Real property taxes are
levied September 1 of each year and become due December 31. The first half of tax payable
becomes delinquent the following April 1 and the second half August 1. Personal property taxes
are levied September 1 of each year and become due November 1. The first half of tax payable
becomes delinquent December 1 and the second half the following July 1.
Taxes for Year Shown
Prior Years'
Year Ended Amount % Taxes Total
December 31 Certified Collected Collected Collected Collections
1990 $60,388,288 $58,072,932 96.2 $2,851,616 $60,924,548
1991 63,130,966 61,035,328 96.7 3,002,703 64,038,031
1992 64,533,711 62,482,543 96.8 3,077,626 65,560,169
1993 64,001,413 62,062,689 97.0 3,209,644 65,272,333
1994 65,753,953 64,153,434 97.6 2,996,534 67,149,968
Source: Records of Finance Department, City of Omaha.
CASH RESERVE FUND
At a special City election held on November 6, 1984, voters of the City approved an
amendment to Section 5.03 of the City Charter to provide in subsection (10) for the
establishment of a cash reserve fund ("Cash Reserve Fund") for the purpose of meeting
emergencies arising from:
(a) the loss or partial loss of a revenue source;
(b) an unanticipated expenditure demand due to a natural disaster, casualty loss
or act of God;
(c) expenditure demand for the satisfaction of judgments and litigation
expenses when the Judgment Levy Fund balance is inadequate; or
(d) conditions wherein serious loss of life, health or property is threatened or
has occurred.
The 1984 amendment to the City Charter authorized the appropriation at the close of any
fiscal year for credit to the Cash Reserve Fund of any amount, or portion thereof, held as
General Fund surplus. Income earned on amounts credited to the Cash Reserve Fund is retained
01/161215.5 A-13
in the fund. The maximum size of the Cash Reserve Fund was established at an amount equal
to 4% of General Fund appropriations.
The ordinance adopted by the City Council to close Fiscal 1984 Accounts provided that
the sum of$1,600,000 be transferred from 1984 available budgetary balances as the initial credit
to the Cash Reserve Fund to be held as provided in Section 5.03(10) of the City Charter. An
additional $1,000,000 was credited to the Cash Reserve Fund from budgetary balances as of
December 31, 1985. In 1986, the City Council approved a transfer of$1,620,000 of the fund
balance to build a court-ordered recreation facility. The 1994 year end transfer ordinance
credited $500,000 to the Cash Reserve Fund, increasing the balance as of December 31, 1994
to $2,434,885.
01/161215.5 A-14
e
CITY OF OMAHA, NEBRASKA
General Purpose Financial Statements
for the Year Ended December 31, 1994
and Independent Auditors' Report
CITY OF OMAHA, NEBRASKA
TABLE OF CONTENTS
Exhibit Page
INDEPENDENT AUDITORS' REPORT 1
GENERAL PURPOSE FINANCIAL STATEMENTS:
Combined Balance Sheet-All Fund Types and Account Groups 1 2
Combined Statement of Revenues, Expenditures and Changes in Fund Balances -
All Governmental Fund Types and Expendable Trust Funds 2 5
Combined Statement of Revenues, Expenditures and Changes in Fund Balances -
Budget and Actual-General and Special Revenue Funds(Budget Basis) 3 7
Combined Statement of Revenues, Expenses and Retained Earnings/Fund Balances -
All Proprietary Fund Types and Similar Trust Funds 4 8
Combined Statement of Cash Flows -All Proprietary Fund Types 5 9
Notes to General Purpose Financial Statements 10
Deloitte &
Tou h LLP HAS &c e ASSOCIATES
/‘ Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
The Honorable Mayor
and
Members of the City Council
City of Omaha,Nebraska
We have audited the accompanying general purpose financial statements of City of Omaha,Nebraska
as of December 31, 1994 and for the year then ended, listed in the foregoing table of contents. These
general purpose financial statements are the responsibility of the management of City of Omaha. Our
responsibility is to express an opinion on these general purpose financial statements based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the general
purpose financial statements are free of material misstatement. An audit includes examining,on a
test basis, evidence supporting the amounts and disclosures in the general purpose financial
statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, such general purpose financial statements present fairly, in all material respects, the
financial position of City of Omaha,Nebraska at December 31, 1994, and the results of its operations
and the cash flows of its proprietary fund types for the year then ended in conformity with generally
accepted accounting principles.
jar-�,eiy 1, ��i✓y c-C�-r�•4=_r
Omaha,Nebraska Omaha,Nebraska
May 21, 1995
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• Exhibit 4
•
CITY OF OMAHA, NEBRASKA
COMBINED STATEMENT OF REVENUES,EXPENSES AND RETAINED EARNINGS/FUND BALANCES-
ALL PROPRIETARY FUND TYPES AND SIMILAR TRUST FUNDS
YEAR ENDED DECEMBER 31,1994
Proprietary Fund Types Fiduciary Totals
Infernal Fund Type (Memorandum Only)
Enterprise Service Pension Trust 1994 1993
Revenues:
Sewerage service charges $30,652,873 $ - $ - $ 30,652,873 $ 28,119,920
Other user charges 3,093,799 - - 3,093,799 2,833,586
Misc;.11a::;.:.;r...,.ues 137,956 438,741 129,390 706,087 322,985
Contributions - - 15,851,363 15,851,363 16,112,979
Investment income - - 28,197,943 28,197,943 33,794,468
Charges for services - - - - 168,725
Total revenues 33,884,62g 438,74f 44,178,696 78,502,065 81,352,661
Expenses:
Payroll and related taxes and benefits 12,514,976 - - 12,514,976 12,145,831
Outside services 5,978,566 - - 5,978,566 5,899,565
Commodities 2,609,028 380,595 - 2,989,623 3,231,233
Depreciation and amortization 8,447,227 34,765 - 8,481,992 8,150,407
Pension plan benefits - - 16,825,831 16,825,831 15,611,232
Contribution refunds - - 399,776 399,776 416,598
Trustee's fees • - - 1,656,957 1,656,957 1,535,968
Other operating expenses 260,608 - 67,610 328,218 168,890
Total expenses 29,810,405 415,360 18,950,174 49,175,939 47,159,724
Operating income 4,074,223 23,381 25,228,522 29,326,126 34,192,939
Nonoperating revenue(expenses):
Interest income 576,918 - - 576,918 671,739
Interest on revenue bonds (1,421,704) - - (1,421,704) (2,151,837)
Interest on capitalized lease obligations (65,252) - - (65,252) (80,565)
Total nonoperating expenses (910,038) - - (910,038) (1,560,663)
Transfers:
In 1,012,100 - 1,012,100 592,476
Out - - - - (619,007)
Net transfers 1,012,100 - - 1,012,100 (26,531)
Net income before extraordinary loss 4,176,285 23,381 25,228,522 29,428,188 32,605,745
Extraordinary loss on defeasance(Note 7) (1,856,186) - - (1,856,186) -
Net income 2,320,099 23,381 25,228,522 27,572,002 32,605,745
Retained earnings/fund balances,
beginning of year 69,592,318 545,963 305,891,782 376,030,063 338,069,380
Depreciation transferred on contributed capital 5,454,883 - - 5,454,883 5,354,938
Retained earnings/fund balances,end of year $77,367,300 $569,344 $331,120,304 $409,056,948 $376,030,063
See notes to general purpose financial statements.
8
1
Exhibit 5
CITY OF OMAHA, NEBRASKA
COMBINED STATEMENT OF CASH FLOWS-ALL PROPRIETARY FUND TYPES
YEAR ENDED DECEMBER 31,1994
Totals
Internal (Memorandum Only)
Enterprise Service 1994 1993
Cash flows from operating activities:
Operating income $ 4,074,223 $ 23,381 $ 4,097,6,04 $ 1,858,570
Adjustments to reconcile operating income to net cash flows
from operating activities:
Depreciation and amortization 8,447,227 34,765 8,481,992 8,150,407
Changes in assets and liabilities:
Receivables (748,913) (5,693) (754,606) (701,246)
Inventory 2,088 - 2,088 3,291
Warrants payable (2,854,076) 16,587 (2,837,489) 228,637
Accounts payable (477,701) 3,550 (474,151) 551,323
Deposits payable (81,581) - (81,581) 93,383
Workers'compensation claims 420,041 - 420,041 (48,707)
Accrued compensated absences (21,409) - (21,409) 50,364
Accrued liabilities (1,486) - (1,486) 34,788
Deferred revenue (29,260) - (29,260) 29,260
Accrued payroll (12,882) - (12,882) 54,199
Net cash flows from operating activities 8,716,271 72,590 8,788,861 10,304,269
Cash flows from noncapital financing activities:
Operating transfer in 1,012,100 - 1,012,100 592,476
Operating transfer out - - - (619,007)
Net cash flows from noncapital financing activities 1,012,100 - 1,012,100 (26,531)
Cash flows from capital and related financing activities:
Principal payments under capital lease obligation (294,748) - (294,748) (279,435)
Principal payments on long-term debt - - - (1,930,000)
Interest paid on capital lease obligations (65,252) - (65,252) (80,565)
Principal payments on note payable (1,424,200) - (1,424,200) (1,269,500)
Interest paid on long-term debt (897,800) - (897,800) (2,151,837)
Capital expenditures (11,947,972) (16,639) (11,964,611) (6,958,043)
Proceeds from notes payable 4,110,125 - 4,110,125 1,843,500
Proceeds from long-term debt issuance 26,452,912 - 26,452,912 -
Transfer to escrow due to defeasance (28,092,228) - (28,092,228) -
Return of grant proceeds (101,019) - (101,019) -
Contributions from grants - - - 206,494
Contributions from other funds (23,150) - (23,150) (23,151)
Net cash flows from capital and related financing activities (12,283,332) (16,639) (12,299,971) (10,642,537)
Cash flows from investing activities:
Change in investments,net 770,455 - 770,455 1,043,170
Interest received on investments 622,360 - 622,360 668,923
Net cash flows from investing activities 1,392,815 - 1,392,815 1,712,093
Net increase(decrease)in cash and cash equivalents (1,162,146) 55,951 (1,106,195) 1,347,294
Cash and cash equivalents at beginning of year 5,517,923 386,469 5,904,392 4,557,098
Cash and cash equivalents at end of year $ 4,355,777 $442,420 $ 4,798,197 $ 5,904,392
See notes to general purpose financial statements.
•
CITY OF OMAHA, NEBRASKA
NOTES TO GENERAL PURPOSE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The City of Omaha,Nebraska(City)was incorporated on February 2, 1857. The City operates under a
Home Rule Charter and has a mayor-council form of governmentCouncil, composed of�se�en members. The
ll-time chief
executive,the Mayor,and an elected legislativebody,
seven Council members each represent one of the City's seven
districts. The Mayor and members of the
Council are elected through popular vote to four-year terms.
The City, as a political subdivision of the State of Nebraska, is exempt from state and Federal income
taxes.
inc
The Financial Reporting Entity-The City's general purposeuurposeasic financial
n for statements
including a governmentallude allfunds and
account groups of the financial reporting entity. The
department, agency, institution,commission,public authority,or other governmental organization in the
City's financial reporting entity is the significance
potentiaCity'sfigovenancial mmental units
silIf t�the
lusion in its
governmental unit. The City has evaluated the several
financial reporting entity and has determined it would be inappropriate to do so.
rds of
Related Organizations-The City's officials are responsible for appointing members
of the nd beyond making
g _
other organizations,but the City's accountability for these organizations does
the appointments. The Mayor or City Council appoint board members of the Omaha
Omaha-Douglas glas Housing Authority,
the Omaha Airport Authority,the Metro Area Transit Authority
and Building Commission.
Basis of Presentation - Fund Accounting-The accounts of the City are organized on the basis ofto accounting entity. The operations of
considered a separate which is P
funds and account groups,each ofcomprise its assets,
each fund are accounted for: �separate s, revenueseand expendituraccounts
/expenses. The various funds are
and account
liabilities, fund balance/retained followingfund types
summarized by type in the general purpose financial
cial statements. The
groups are used by the City:
• Governmental Fund Types -Governmental funds are those through which most general
governmental the
functions of the City are financed. The acquisition,use and balances
s of ProprietaryCity's
exce t those accounted expendable financial resources and the
related liabilitiesndsThe measurement focus is upon
Funds)are accounted for through governmental
determination of changes in financial position, rather than upon net income.
The following are the City's governmental fund types:
• General Fund -The General Fund is the
operating
fund of the City. It is used to
primary op g
p rY
account for all financial resources except those required to be accounted for in another
fund.
10
• Special Revenue Funds- Special revenue funds are used to account for the proceeds of
specific revenue sources(other than expendable trusts or major capital projects)that are
legally restricted to expenditures for specified purposes.
• Debt Service Funds-Debt service funds are used to account for the accumulation of
resources for, and the payment of,general long-term debt principal, interest and related
costs.
• Capital Projects Funds -Capital projects funds are used to account for financial resources
to be used for the acquisition or construction of major capital facilities (other than those
financed by proprietary funds and similar trust funds).
• Proprietary Fund Types-Proprietary funds are used to account for the City's ongoing
organizations and activities which are similar to those often found in the private sector. The
measurement focus is upon determination of net income and capital maintenance. The following
are the City's Proprietary Fund types:
• Enterprise Funds-Enterprise funds are used to account for operations that are financed
and operated in a manner similar to private business enterprises: (a)where the intent of the
governing body is that the costs (expenses, including depreciation)of providing goods or
services to the general public on a continuing basis be financed or recovered primarily
through user charges; or(b)where the governing body has decided that periodic
determination of revenues earned, expenses incurred, and/or net income is appropriate for
capital maintenance,public policy,management control,accountability, or other purposes.
• Internal Service Funds-Internal service funds are used to account for the financing of
goods or services provided by one department or agency to other departments or agencies of
the City or to other governmental units on a cost-reimbursement basis.
• Fiduciary Fund Types -Fiduciary funds are used to account for assets held by the City in a
trustee capacity or as an agent for individuals, private organizations,other governmental units
and/or other funds.
• Trust and Agency Funds -The City's Trust and Agency Funds include Expendable,
Pension Trust and Agency Funds. Pension Trust funds are accounted for and reported
essentially in the same manner as proprietary funds. Expendable trust funds are accounted
for and reported essentially in the same manner as governmental funds. Agency funds are
custodial in-nature and do not involve measurement of results of operations.
• Account Groups -Account groups are used to establish accounting control and accountability for
the City's general fixed assets and general long-term liabilities. They are concerned only with the
measurement of financial position. They are not involved with measurement of results of
operations. The following are the City's account groups.
• General Fixed Assets Account Group-This account group is established to account for
all fixed assets of the City, other than those accounted for in the Proprietary Funds and
Trust Funds.
11 � ,
• General Long-term Debt Account Group -This account group is established to account
for all long-term liabilities of the City except those accounted for in the Proprietary Funds
and similar trust funds.
Fixed assets used in governmental fund type operations are accounted for in the general fixed assets
account group. Assets purchased are recorded as expenditures in the governmental funds and capitalized
at cost in the general fixed assets account group. Public domain(infrastructure)general fixed assets
consisting of certain improvements other than buildings, including roads, bridges,curbs and gutters,
streets and sidewalks,drainage systems and lighting systems are not accounted for with general fixed
assets. Such assets normally are immovable and of value only to the City. Therefore,the purpose of
stewardship for capital expenditures is satisfied without recording these assets. No depreciation has
been provided for on general fixed assets nor has interest been capitalized. All general fixed assets are
valued at historical cost or estimated historical cost if actual historical cost 1J ilot available. Donated
general fixed assets are valued at their estimated fair value on the date donated.
Property,plant and equipment owned by the Proprietary Funds is stated at cost or estimated historical
cost. Contributed fixed assets are recorded at fair value at the time received. Depreciation has been
provided over the estimated useful lives using the straight-line method. The estimated useful lives are as
follows:
Facilities in service 20-75 years
All others 3 - 10 years
Because of their spending measurement focus,expenditure recognition for governmental fund types
excludes amounts represented by noncurrent liabilities. Since they do not affect net current assets,such
long-term amounts are not recognized as governmental fund type expenditures or fund liabilities. They
are instead reported as liabilities in the General Long-term Debt Account Group.
All Proprietary Funds and Pension Trust Funds are accounted for on a cost of services or"capital
maintenance"measurement focus. This means that all assets and all liabilities (whether current or
noncurrent)associated with their activity are included on their balance sheets. Their reported fund
equity(net total assets) is segregated into contributed capital and retained earnings components.
Proprietary Fund type operating statements present increases(revenues)and decreases (expenses)in net
total assets.
In Proprietary Funds,grants,entitlements or shared revenues received for operations and/or for either
capital acquisitions or construction are reported as "nonoperating" revenues. Such resources externally
restricted for capital acquisitions or construction are reported as contributed capital. Operating expenses
include depreciation on all depreciable fixed assets. Depreciation recognized on assets acquired or
constructed through such resources externally restricted for capital acquisitions is transferred to the
appropriate contributed capital account and reported in the operating statement. The net income(loss) is
adjusted by the amount of depreciation on fixed assets acquired or constructed through such resources
externally restricted for this purpose and closed to retained earnings. Contributed capital at December
31, 1994 is net of accumulated depreciation.
12 411.
r
Basis of Accounting-Basis of accounting refers to when revenues and expenditures or expenses are
recognized in the accounts and reported in the general purpose financial statements. Basis of accounting
relates to the timing of the measurements made, regardless of the measurement focus applied.
All governmental funds,agency funds and expendable trust funds are accounted for using the modified
accrual basis of accounting. Their revenues are recognized when they become measurable and available
as net current assets. Major revenue sources and the City's basis of accounting are as follows:
• Sales taxes collected by the state through December,property taxes levied and business and
occupation taxes due for the current year and remitted to the City within 60 days are considered
available and are therefore, recognized as revenues even though a portion of the taxes may be
collected in the subsequent year. However, it is the City's policy, in accordance with City Charter
requirements,to account for these types of revenues when received for budgetary purposes.
In applying the measurable and available concept to intergovernmental revenues,the legal and
contractual requirements of the numerous individual programs are used as guidance. There are,
however,essentially two types of these revenues. For one type,monies must be expended on the
specific purpose or project before any amounts will be paid to the City;therefore, revenues are
recorded based upon expenditures incurred. For the other type,monies are virtually unrestricted
as to purpose of expenditure and are usually revocable only for failure to comply with prescribed
compliance requirements. These resources are reflected as revenues at the time of receipt or
earlier if the measurable and available criteria are met.
Licenses and permits, charges for services,fines and forfeits and miscellaneous revenues(except
investment earnings)are recorded as revenues when received in cash because they are generally
not measurable until actually received. Investment earnings are recorded as earned, since they are
measurable.
Special assessments are recorded as revenues in the year assessments become current;those
amounts receivable after one year are recorded as deferred revenue. Annual installments not yet
due are reflected as special assessment receivables and deferred revenues.
The accrual basis of accounting is used by Proprietary Funds and Pension Trust Funds.
Budget and Budgetary Accounting-The Mayor is required by City Charter to prepare and submit an
annual budget to the City Council. A budget is prepared for the General Fund and all Special Revenue
Funds,exclusive of all grant funds and the service type special assessments fund. These budgets are
prepared primarily on a cash basis for revenues except as described above and accrual basis for
expenditures. In addition, encumbrance accounting is employed. Under this system, purchase orders,
contracts and other commitments for the expenditure of funds are recorded as encumbrances in order to
reserve a portion of the applicable appropriation.
13 e
Budgetary control is maintained by department/division and by the following category of expenditures:
personnel services,nonpersonnel services,capital outlay and debt service. All budget amendments must
be approved by the Mayor and/or City Council. Unencumbered appropriations lapse at the end of the
fiscal year. Encumbered funds are carried over to the ensuing fiscal year until utilized or cancelled.
Budgets are prepared by department or division and by fund.
The City Charter also requires the City Council each year to make an ad valorem tax levy for a sinking
fund(Debt Service Fund)which shall provide for principal and interest payments on the general
obligation bonded indebtedness of the City.
Appropriations for certain Special Revenue Funds and Capital Projects Funds are controlled on a project
h,c;c •,nd are carried forward each year until the project is completed or grant funds are expended.
Budgets are also prepared for the Proprietary Funds as a management control device. The budgets for
these funds are prepared on a revenue and expenditure basis,similar to the budgets for the governmental
fund types.
Encumbrances-Encumbrance accounting is employed in the governmental funds. Under encumbrance
accounting,purchase orders,contracts and other commitments for the expenditures of funds are recorded
rances are
as
reorder to reserveofuthatb portion
since the yplicable appropriation.do not constitute liabilities. As explained in the reported get footnote
reservations of fund balances they
above, December 31, 1994 encumbrances have been reported as expenditures on the budget basis
statements.
Pooled Cash and Investments-The City maintains a pooled cash and investment account for all funds.
These funds are placed in the custody of the City Treasurer. Each fund reports its undistributed interest
in the principal balance of the pool. Interest earned on the City's pooled cash and investments is credited
to the General Fund of the City.
Investments-Investments,except for deferred compensation fund investments, are stated at cost or
amortized cost,which approximates market. Deferred compensation fund investments are stated at fair
value. Income from investments held by the individual funds is recorded in the respective funds as it is
earned.
Inventory-Inventory of materials and supplies are stated at the lower of cost or market. Cost is
determined on a first-in,first-out basis,consumption method.
Compensated Absences-Employees earn annual vacation and sick leave at specific rates during the
periods of employment. In the event of termination, an employee is reimbursed for accumulated vacation
time up to a maximumallowed carryo
ver of 240 hours for civilian bargaining employees and 280 hours
ca
for civilian management employees, 240 hours for uniformed police and firefighters assigned to a 40-
hour shift and 360 hours for firefighters assigned to 24-hour shifts,plus the current year's earnings.
Additionally, civilian employees are reimbursed,depending on employee,from one-sixteenth to one-
and
fourth of accumulated sick leave to a maximum of 1,600 hours (100 to 400 hours),uniformed police
fire department employees are reimbursed for one-eighth of accumulated sick leave. Compensation for
future vacation and sick leave rights is accrued as earned.
14 e
Self-Insurance-The City self-insures all claims related to personal liability and property damage
claims related to City owned vehicles,medical and workers'compensation claims and the first$100,000
of buildings and contents coverage. In addition,the City maintains certain insurance coverage on its
sewer treatment plants as required by revenue bond covenants.
Capitalized Interest-Interest costs incurred on specific construction of proprietary fund plant and
equipment is capitalized. The rate used in determining the capitalized interest amount was the effective
rate during the year of the outstanding debt. Capitalized interest is offset by interest income of
construction funds.
Comparative Data-Comparative total data for the prior year has been presented in the accompanying
general purpose financial statements in order to provide an understanding of changes in the City's
financial position and operations. However,comparative(i.e.,presematiu.. .-r-for year totals by fund
type)data has not been presented in each of the statements since their inclusion would make the
statements unduly complex and difficult to read.
Total Columns on Combined Statements-Total columns on the combined statements are captioned
"memorandum only"to indicate they are presented only to facilitate financial analysis. Data in these
columns do not present financial position, results of operations,or cash flows in conformity with
generally accepted accounting principles, nor is such data comparable to a consolidation. Interfund
eliminations have not been made in the aggregate of this data.
Unbilled Sewer Revenues- Sanitary sewer charges are billed for the City by the Metropolitan Utilities
District. Unbilled revenues, representing estimated consumer usage for the period between the last
billing date and the end of the period, are not recorded. Had this amount, approximately$977,000 at
December 31, 1994,been recorded, revenue for 1994 would have been higher by approximately
$11,000.
The City Council sets the rate schedule for the sewer charges. A revised rate structure was developede0
and approved in June 1990 establishing the sewer service charges for the period September through
December 1994. In the absence of subsequent revisions,the 1994 rate structure will remain in effect.
Cash Equivalents-For purposes of the statements of cash flows,the City considers all highly liquid
debt instruments with a maturity of three months or less when purchased to be cash equivalents.
2. PROPERTY TAXES
The Home Rule Charter of the City of Omaha imposes a tax ceiling for general revenue purposes. The
tax levy certified in any year shall not exceed$.6125 per$100 of actual valuation plus whatever tax levy
is necessary to provide for principal and interest payments on the indebtedness of the City, and for
administrative expenses incurred in issuing and maintaining bonds,and for satisfaction of judgments and
litigation expenses in connection therewith. The 1994 general tax levy($.42657 per$100 of actual
valuation)was below the legal limit by$.18593 or$18,797,098. The assessed value upon which the
1994 levy was based was approximately$10,109,771,409.
15 .. _�
• M1 ,
The tax levies for all political subdivisions in Douglas County are certified by the County Board on or
before September 15. Real estate taxes are due and become an enforceable lien on property on
December 31. The first half of real estate taxes become delinquent on April 1 and the second half
becomes delinquent on August 1 following the levy date. Personal property taxes are due on November
1 and become delinquent on December 1 and July 1 following the levy date. Delinquent taxes bear 14%
interest.
Motor vehicle taxes are due when an application is made for registration of a motor vehicle.
3. FUND DEFICITS
Deficits exist in the fund balance of the Judgment Levy Fund-$392,439,the Federal Disaster Fund-
$98,0. a,;.i the Western Heritage Fund-$1,580,Special Revenue Fund types and the 1984 Street&
Highway Bond Fund HR-3299 -$255,the Capital Avenue East Parking Fund-$190,991,the
Rosenblatt Stadium Expansion Fund-$1,173,711,the 1989 Street Bond Fund-$180,655,the
Recreation and Culture Bond Fund-$54,080,the Redevelopment Projects Fund-$359,505,the Capital
Type Special Assessments Funds-$1,164,059,the Sewer Bond-$150,890,the Civic Auditorium
Parking Fund-$19,906 and the Civic Auditorium Renovation Fund-$411,478, Capital Projects Fund
types. These fund balance deficits will be eliminated through collection of special assessments and
pledges, additional financing or operating transfers.
4. INTERFUND RECEIVABLES AND PAYABLES
Interfund receivables and payables at December 31, 1994 were as follows:
Interfund Interfund
Receivables Payables
General Fund $3,734,352 $ -
Special Revenue Funds: 7
Jugment Levy 311,517
_ 1,580
Western Heritage _ 37,796
1993 Federal Assistance _ 528,002
Governmental Grants
Total Special Revenue Funds
_ 878,895
Capital Project Funds: _ 1,159,893
Rosenblatt Stadium Expansion _ 159,8 3
Capital Avenue Parking _ 190,917
7
Civic Auditorium Renovation _ 15
Civic Parking Renovation _ 17,846
1986 Recreation and Culture Bond _ 248,939248,99
Downtown Redevelopment#4 McKesson Robbins - 35469,505
1989 Street and Highway Bond
6
_Total Capital Project Funds 2,750,888
Fiduciary Funds: _ 104,569
Police and Fire Retirement Reserve
Total-All Funds $3,734,352 $3,734,352
16
5. CASH AND INVESTMENTS
Statute and bond covenants authorize the City to invest in"investments of the nature which individuals
of prudence,discretion and intelligence acquire or retain in dealing with the property of another".
Investments throughout the year were substantially the same as those held at year-end.
Deposits-The amount of total bank deposits are classified in these three categories of credit risk:
(1) Insured or collateralized with securities held by the entity or by its agent in the entity's name.
(2) Collateralized with securities held by the pledging financial institution's trust department or
agent in the entity's name.
(3) Uncollateralized. (This includes any bank balance that is collateralized with securities held by
the pledging financial institution,or by its trust department or agent,but not in the entity's
name.)
The collateralization of the City's deposits with banks at December 31, 1994 is as follows:
Bank deposits per banks $ 1,064,128
Time deposits per banks 5,557,471
Total deposits 6,621,599
Less FDIC coverage(category 1) (500,000)
Remaining deposits (category 2) $ 6,121,599
Pledged securities at market value $15,255,267
The deposits which are not covered by FDIC coverage or pledged securities are considered to be
category 3.
Investments-The City's investments, except those of the deferred compensation fund, are held by the
counterparty in the counterparty's customer account at the Federal Reserve. Deferred compensation fund
investments of$17,929,088 consists of mutual funds and are not subject to categorization.
17
Idle Fund Investment Pool-Investments of the Idle Fund Investment Pool are made from available
cash of all city funds and are not identified with any specific fund. The pooled cash and investment
account at December 31, 1994 consisted of:
Carrying Fair
Amount Value
U.S. Government and government agency
securities $58,944,862 $58,488,435
Bank deposits 1,632,285 1,632,285
Time deposits 5,500,000 5,500,000
$66,077,147 $65,620,720
Pension Funds
Civilian Plan Uniformed Plan
Fair Fair
Cost Value Cost Value
Short-term investments $ 9,265,201 $ 9,265,201 $ 19,637,847 $ 19,637,847
U.S. Government and
government agency
securities 32,775,590 32,768,811 56,120,969 55,621,346
Foreign securities - - 1,000,000 934,700
Corporate bonds 32,298,433 30,148,076 37,485,738 35,774,107
Corporate stocks 62,425,599 70,162,891 77,263,939 81,646,132
$136,764,823 $142,344,979 $191,508,493 $193,614,132
Reconciliation of Investments
Fair
Cost Value
U.S. government and government agency securities $ 16,076,641 $ 15,868,449
Certificates of deposit 57,471 57,471
Pension funds 328,273,202 335,929,111
Less investments included in restricted assets (2,68,0,000) (2,686,700)
$341,727,314 $349,168,331
18
6. RESTRICTED ASSETS •
Restricted assets at December 31, 1994 were comprised of the following:
Bond
Reserve Construction
Accounts Account Total
Enterprise Funds:
Sewer Revenue Fund:
Equity in pooled cash and investments $ - $ 697,536 $ 697,536
Investments 2,680,000 - 2,680,000
$2,680,000 $ 697,536 $3,377,536
7. BONDS PAYABLE AND OTHER LONG-TERM OBLIGATIONS
A summary of long-term debt is as follows:
Balances at Retirements Balances at
January 1, or Other December 31,
1994 Additions Reductions 1994
General Long-term Debt Account Group:
General obligation bonds $139,110,000 $18,010,000 $13,845,000 $143,275,000
Tax increment notes and bonds 28,865,258 922,089 3,154,215 26,633,132
Special tax revenue bond,Series 1989 4,030,000 - 160,000 3,870,000
Lease-purchase contracts payable 3,905,000 2,260,000 3,000,000 3,165,000
Accrued compensated absences 9,234,366 912,451 - 10,146,817
Workers'compensation claims 10,266,664 - 406,553 9,860,111
Other accrued liabilities 4,185,333 1,209,884 - 5,395,217
Total General Long-term Debt
Account Group 199,596,621 23,314,424 20,565,768 202,345,277
Enterprise Funds:
Revenue bonds 26,230,000 26,800,000 26,230,000 26,800,000
Less unamortized discount - (353,128) - (353,128)
I ease-purchase contracts payable 984,750 - 310,901 673,849
Workers'compensation claims 922,467 393,789 - 1,316,256
Total Enterprise Funds 28,137,21/ 26,840,661 26,540,901 28,436,977
Total-All Funds $227,733,838 $50,155,085 $47,106,669 $230,782,254
190
I
Long-term debt at December 31, 1994 is comprised of the following individual issues:
Effective
Interest Rate
at Issuance- First
Original Payable Series Date
Amount Issued Issue Semiannually Due Callable Outstanding
General Obligation Bonds
$ 8,675,000 3/15/76 Various purpose
5.18763% 1977-1995 1986 $ 450,000
6,000,000 3/15/77 Various purpose 4.71691 1979- 1996 1987 660,E ,
20,120,000 6/15/78 Various purpose-refund
series 5.05974 1979- 1998 1988 1,200,000
12,800,000 6/15/79 Various purpose 5.25000 1980- 1999 1989 3,200,000
9,465,000 11/1/85 Various purpose 7.84500 1986-2005 1995 535,000
28,500,000 12/1/85 G.O.defeasance bonds 7.71800 1986-2002 1995 1,620,000
13,615,000 11/1/86 Various purpose 6.23019 1987-2006 1996 5,905,000
14,600,000 5/1/90 Various purpose 7.000-7.005 1991 -2010 2000 11,680,000
18,940,000 9/1/91 Various purpose-refund
series 6.0622 1992-2011 2004 14,690,000
18,270,000 9/15/91 G.O.-defeasance bonds 6.0465 1992-2009 2002 14,280,000
12 765,000 11/1/92 Various purpose-refund 2002 11,250,000
series
5.25-6.10
1993 20
12
13,660,000 11/1/92 G.O.-defeasance bonds 5.00-6.20 1993-2010 2002 11,395,000
16,895,000 10/1/93 Various purpose-refund
series 4.30-4.75 1994-2013 2013 15,520,000
32,090,000 10/15/93 Various purpose-refund
series 4.10-4.80 1994-2008 2008 30,940,000
13,000,000 12/1/94 Various purpose 5.75-6.25 1995-2014 2004 13,000,000
Total General Bonds
136,325,000
Annexed Area Bonds
2,500,000 7/15/73 S.I.D.#188
5.81224 1974- 1998 1978 715,000
410,000 9/15/87 S.I.D.#230 Registered 7.4 7.8 1988- 1999 1992 400,0000
3,000,000 5/15/78 S.I.D.#261 4.96722 1978-1996 1983
1,100,000 1/15/92 S.I.D.#230 Registered 5.5-7.0 1995-2004 1996 1,000,000
1,350,000 11/15/93 S.I.D.#368 Registered 3.2-5.70 1995-2008 1996 1,310,000
000
9/15/89 S.I.D.#243 Registered 6.5-8.0 1995-2004 1994 1 815 000
930,0001996
1,130,000 5/1/90 S.I.D.#265A Regi
stered
7.0-8.5 1995-2005
1,200,000 1/1/93 S.I.D.#265B Registered 4.25-6.75 1995-2013 1998 1,180,000
Total Annexed Area Bonds 6,950,000
Total General Obligation Bonds
$143,275,000
�20 i '
Tax Increment Notes and Bonds
Tax Increment Notes
Effective
Original Interest Rate
Amount Issue at Issuance Outstanding
$ 580,000 Orpheum Theater 10.25 % $ 160,122
670,000 18th Street-Skywalk 6.75 430,000
80,000 1102 Harney 14.00 44,188
200,000 Lackawanna Leather Co. - 85,467
10,087,270 Beta West 8.85 12,480,000
700,000 Scoular Redevelopment 10.25 555,000
160,000 New Idea Building 9.25 8,553
700,000 First National Bank Building-
RPI Services 10.38 700,000
760,000 Stockyards-Phase 1 9.00 686,565
80,000 Roseland Theater 10.50 49,604
115,000 Leo Vaughn Manor 10.25 54,170
140,000 Mason School 10.50 98,535
310,000 Lozier 8.25 70,857
669,375 Spring Valley Plaza 10.25 416,716
70,016 Vinton School 11.25 45,856
87,520 Park School 11.25 59,637
450,000 Redick Tower 11.00 17,951
205,000 Nogg Bros. Paper Co. 8.25 124,329
284,796 John Day 8.25 161,036
702,250 Spring Valley#2, Phase II 10.25 582,983
48,600 Hanighen Square 8.00 31,455
231,068 K B Foods 10.75 147,200
387,027 Millard Refrigerator Services 11.00 299,053
280,000 Stockyards-Phase II 9.30 278,549
750,000 Joseph Terrace 10.00 489,668
300,000 . Hill Hotel 10.75 283,160
200,000 Sleepy Partnership/Sleep Inn 10.00 196,090
164,000 MedCentre Villa
10.25 63,371
h
225,290 Columbian School 10.25 103,939
412,500 Spring Valley#2 10.25 216,164
210,000 Aspen Ridge Apartments 9.50 199,618
88,250 Central Supply Rubber 10.00 57,620
84,500 Omaha Bolt,Nut& Sc
rew 10.00 74,942
246,250 Eggress -O'Flying Building 10.00 299,000
180,015 National Building 7.50 180,015
180,000 Cannonball Express 10.00 171,719
Total Tax Increment Notes $19,923,132
21 GI
Tax Increment Notes and Bonds,cont.
Tax Increment Notes,cont.
Effective
Interest Rate
at Issuance- First
Original Payable Series Date
Amount Issued Issue Semiannually Due Callable Outstanding
Total Tax Increment Notes brought forward S19,923,132
$ 5,730,000 1/15/91 Riverfront Redevelopment-
Project No. 1 -Tax-exempt
Refunding Bonds 5.9-6.9% 1994-2004 1996 5,410,000
1,385,000 1/15/91 Riverfront Redevelopment-
Project No. 1 -Taxable
Refunding Bonds 8.2-9.25 1994-2004 1996 1,300,000
Total Tax Increment Bonds 6,710,000
Total Tax Increment Notes and Bonds $26,633,132
Special Tax Revenue Bonds
$ 4,700,000 12/1/88 Riverfront Redevelopment- 5.8-7.3 1989-2003 1998 $ 2,040,000
Project 7.625 2008 1,830,000
Total Special Tax Revenue Bonds $ 3,870,000
Revenue Bonds
Sewer Revenue Bonds
$26,800,000 8/1/94 Regular Sanitary Sewer
Revenue - 3.5-5.25 1995-2003 - $26,800,000
22
•
As of December 31, 1994,the bonded debt service requirements of the City for principal and interest in
future years were as follows:
General Obligation Bonded Debt
Years Ending December 31, Principal Interest Total
1995 $ 15,785,000 $ 7,795,615 $ 23,580,615
1996 12,465,000 6,934,644 19,399,644
1997 11,950,000 6,299,838 18,249,838
1998 11,410,000 5,678,635 17,088,635
1999 11,045,000 5,086,921 16,131,921
2000 and thererafter 80,620,000 25,893,986 106,513,986
$143,275,000 $57,689,63y $200,964,639
Enterprise Funds
Years Ending December 31, Principal Interest Total
1995 $ 2,500,000 $ 1,165,064 $ 3,665,064
1996 2,900,000 1,116,638 4,016,638
1997 3,020,000 987,788 4,007,788
1998 3,160,000 845,578 4,005,578
1999 3,310,000 690,223 • 4,000,223
2000 and thereafter 11,910,000 1,035,556 12,945,556
$ 26,800,000 $ 5,840,847 $ 32,640,847
General obligation bonds have been approved by the voters and issued by the City for various municipal
improvements. These bonds represent indebtedness supported by the full faith and credit of the City. At
December 31, 1994,the City also had$45,180,000 of authorized but unissued general obligation bonds.
In December, 1994,the City issued$13,000,000 of series 1994 general obligations-various purpose
bonds. The bonds have interest rates ranging from 5.75%to 6.25%and have annual maturities of
$650,000 from 1995 to 2014. The City also annexed several area sanitary and improvement districts
(SID)during the current year. SID. #368,bonds originally issued during November, 1993 were
assumed at$1,310,000 by the City during 1994. The bonds have interest rates of 3.8%to 5.7%and
mature in amounts ranging from$45,000 to$155,000 from 1995 to 2008. Also during 1994,the City
assumed$815,000 of SID. #243, originally issued during September, 1989. The bonds have interest
rates of 7.25%to 8.0%and mature in amounts ranging from$50,000 to$100,000 from 1995 to 2004.
In addition,the City assumed$1,075,000 of SID. #265, originally issued during May, 1990. The bonds
have interest rates of 7.5%to 8.5%and mature in amounts ranging from$25,000 to$200,000 from•
1995 to 2005. Finally,the City assumed$1,180,000 of SID. #265 bonds,originally issued during
January, 1993. The bonds have interest rates of 4.5%to 6.75%and mature in amounts ranging from
$20,000 to$200,000 from 1995 to 2013.
0,
23
}
In addition to the above,the City has tax increment notes totaling$19,923,132 and tax increment bonds
totaling$6,710,000 which are payable solely from the property taxes collected on certain redeveloped
areas. These obligations are retired over a maximum fifteen-year period.
According to the City Charter,the total amount of general obligation indebtedness outstanding at any
time,which shall include bonds issued but shall not include bonds authorized thethey are
t eissued,December shall
not exceed 3.5%of the actual value of taxable real and personal propertyCity.
1,
1994 the maximum debt limit was$353,841,999,general obligation debt less available fund balance in
debt service was$125,532,945, leaving a debt margin of$228,309,054.
Revenue bonds and certain other long-term obligations are the obligation of specific Enterprise Funds
and are payable solely from the revenues of the respective funds. Provisions in the revenue bond
ordinances contain limitations and restrictions on annual debt service requirements,maintenance of and
flow of monies through various restricted accounts and minimum amounts to be maintained in various
accounts. it is management's opinion the City is in compliance with all such significant provisions.
In August 1994,the City issued$26,800,000 in revenue refunding bonds to advance a refund of
$26,230,000 of outstanding 1985 and 1986 Sewer Revenue Bonds. The net proceeds of$26,481,024
(after payment of$375,200 in other issuance costs)plus an additional $1,605,162 were deposited in an
irrevocable trust with an escrow agent to provide for all future debt service payments on the 1985 and
1986 bonds. As a result,the 1985 and 1986 bonds are considered to be defeased and the liability and the
related assets placed in the escrow for those bonds have been removed from the balance sheet.
The advance refunding resulted in a difference between the reacquisition price and the net carrying
amount of the old debt of$1,856,186. The difference is reported in the accompanying financial
statements as an extraordinary loss on defeasance. The City completed the advance refunding to reduce
its total debt service payments over the next nine years by$1,477,884 and to obtain an economic gain
(difference between the present value of the old and new debt service payments)of$2,180,468.
In prior years,the City defeased certain outstanding general obligation and revenue bonds by placing the
irrevocable trust to provide for all future debt service payments on the old
proceeds of new bondsman
bonds. Accordingly,the trust account assets and the liability for the defeased bonds are not included in
the City's general purpose financial statements. The amount of in-substance defeased debt outstanding at
December 31, 1994 is shown below:
General Obligation Bonds:
1985 Various Purpose Bonds $ 4,115,00014, ,000
1985 Refund
1987 Various Purpose 6,500,0006, 00,000
1988 Various Purpose 28,145,000
Annexed Area Bonds: 640,000
S.I.D. #134 2,995,000
S.I.D. #290 3,635,000
Sewer Revenue Fund Revenue Bonds: 6,170,000
1973 Series, Revenue Bonds
1980 Series,Revenue Bonds 3,140,0003, 0,000
1983 Series, Revenue Bonds
1985 (Defeasance of Series 1973, 1980 and 1983) Series,
Revenue Bonds 12,230,00012, 0,000
1986 Series, Revenue Bonds 39,125,000
$70,905,000
24 -.
8. LEASES
General Obligation -The City is leasing the Orpheum Theatre,a waste disposal facility and several
libraries and other buildings under noncancellable lease-purchase agreements expiring at various times
through 2006,at which time title will be conveyed to the City. The rental payments are designed to
equal the debt service requirements of certain nonprofit organizations that financed the construction of
the facilities. The City has an option to purchase the facilities at any time by paying an amount equal to
the total of all remaining unpaid lease obligations to the lessor at that time.
The following is a schedule by years of future minimum lease payments under the lease-purchase
agreements together with the present value of the net minimum lease payments as of December 31, 1994:
Fiscal Year Ending
1995 $1,078,913
1996 462,700
1997 357,385
1998 254,235
1999 251,330
Later years 1,559,140
Total minimum lease payments 3,963,703
Less amount representing interest 798,703
Total obligation under capital leases with rates
of interest from 5%to 7.75% $3,165,000
The City leases space in the Omaha-Douglas Civic Center and the adjoining Hall of Justice under a
noncancellable operating lease that expires only upon payment of all outstanding bonds of the Omaha-
Douglas Public Building Commission(see Note 11). The annual rental payments are determined based
upon actual space occupied by the City for operation and maintenance. The City currently has no plans
which would materially affect the amount of space it occupies in the buildings. At the expiration of the
lease term,title will be conveyed to the City for that portion of the building occupied during the
immediately preceding twelve months. Actual rental payments for 1994 were$791,112.
Enterprise Funds-The City is a party to a noncancellable lease-purchase agreement with the Omaha
Pollution Control Corporation involving the use of a packing house waste treatment facility. The
agreement expires in 1997, at which time the City can purchase the facility for$1. The agreement
provides for annual rentals of$360,000 and is accounted for as a capital lease. The facility is presently
not in use.
25
i
The following is a schedule by years of future minimum lease payments under this capital lease,together
with the present value of the net minimum lease payments as of December 31, 1994:
Fiscal Year Ending
1995 $ 360,000
1996 360,000
1997 360,000
Later years -
Total minimum lease payments 1,080,000
Less amount representing interest 95,250
Total obligation under capital lease with an
interest rate implicit in the agreement of 5.4% $ 984,750
9. NOTES PAYABLE
At December 31, 1994,the City had outstanding a$3,800,000 special assessment note payable at 7.00%
interest due December 14, 1995.
Revolving loan contracts between the City and the Nebraska Department of Environmental Quality
(NDEQ), for the purpose of improving wastewater treatment facilities,dated April 1, 1992, May 6, 1992
and August 26, 1993 were entered into for amounts not to exceed$3,015,000, $2,205,000 and
$3,500,000, respectively,at interest rates of 3.5%during construction and 4.0%thereafter, 3.5%
throughout and 3.5%throughout, respectively,with amounts to be repaid from user charges within five
years,ten years and five years, respectively,and with outstanding balances at December 31, 1994 of
$372,925, $1,183,900 and$2,317,500, respectively. Due to the revolving nature of the loan contracts,
such balances are classified as current liabilities.
10. DUE FROM OTHER GOVERNMENTS
The total due from other governments of$8,664,278 includes the following significant items:
Fund/Fund Type Amount Due From/Source
General $2,521,953 State of Nebraska, state aid distribution
General 4,911,450 State of Nebraska,November sales and
use tax
General 360,826 Douglas County, property tax collections
Debt Service/General Debt
Service 181,651 Douglas County, property tax collections
Debt Service/General Debt Douglas County, special assessment
Service 31,059 collections
1 County, special Capital Projects Type Special 23,183 Douglas Co ty, assessment
Assessments/Capital Projects collections
City Street Maintenance/ 232,973
Special Revenue Douglas County, wheel tax
Municipal Infrastructure 388,993 State of Nebraska cigarette taxes
Redevelopment, Special
Revenue
26
11. CONTRIBUTED CAPITAL
The changes in the City of Omaha's contributed capital accounts for its proprietary funds were as
follows:
Enterprise
Sewer Municipal
Revenue Dock
Beginning balance, contributed capital $150,140,627 $255,942
Contributing sources: Other funds 7,995,611 -
Less: Depreciation transfer (5,454,883) (23,150)
Return of grant (101,019) -
Ending balance, contributed capital $152,580,336 $232,792
12. JOINT VENTURE
The City of Omaha and Douglas County have entered into a joint venture to construct and maintain
certain facilities used to provide services to their constituents. The joint venture,the Omaha-Douglas
Public Building Commission(Commission), is considered a separate reporting entity by the City.
Accordingly,the Commission has not been included in these general purpose financial statements.
The Commission was formed by a joint resolution of the City and Douglas County in 1972.
Management of the Omaha-Douglas Civic Center and the adjoining Hall of Justice is vested in the
Commission. The City's ownership in the joint venture is based upon the percentage of space occupied.
The city occupied approximately 47%of the space in 1994.
Total joint venture debt at June 30, 1994 was$11,085,000, including a current portion of$1,460,000.
The Commission has entered into lease agreements with the City of Omaha and Douglas County to
provide adequate funding for operation of the Civic Center and,with taxes to be levied by the
Commission,to provide for the retirement of principal and interest on the debt.
A summary of certain joint venture financial information as of and for the year ended June 30, 1994 is
shown below:
Total assets $31,785,215
Total liabilities 12,641,950
Total equity 19,143,265
Total revenues 4,461,849
Total expenses 3,612,350
Net increase in retained earnings 849,499
13. EMPLOYEES' RETIREMENT PLANS
The employees of the City are covered by two single-employer retirement plans. The City of Omaha
Employees' Retirement System(Civilian Plan)and the City of Omaha Police and Firefighters Retirement
System (Uniformed Plan), as described below,are accounted for by the City as Pension Trust Funds.
27
Civilian Plan
Plan Description-The Civilian Plan became effective on January 1, 1949. Its provisions are governed
by Chapter 22 of the Omaha Municipal Code. All City employees except the following are covered by
the Civilian Plan: police; firefighters;persons paid on a contractual or fee basis; seasonal,temporary,
part-time employees;and elected officials who do not make written application.
For the year ended December 31, 1994,the City's total payroll was$97,340,971 of which$43,961,577
was covered under the Civilian Plan.
The Civilian Plan,as of the last actuarial valuation date,July 1, 1993,had 2,210 members consisting of:
Retirees currently receiving benefits 469
Beneficiaries 247
Disability retirements 59
Current active employees:
Vested(City's and employee's portion of benefit) 1,093
Nonvested(employee portion only) 342
2,210
An employee with at least five years of service may retire as early as age 55. If an employee retires prior
to age 60 his/her benefit shall be reduced by 8%for each year his/her pension commences prior to the
year of his/her 60th birthday. If at retirement an employee's age plus service is greater than or equal to
85,the 8%per year reduction is not applied.
An employee's monthly pension equals, for each year of service credit, 1.667%of the average final
monthly compensation of the highest annual equivalent in pay periods of the last five years of
compensation upon which a 4%contribution was made pursuant to the Code.
An employee who terminates before obtaining pension eligibility receives a refund of his/her
contributions plus interest(currently 5%per annum). If employment terminates after five years of
service,the employee may elect a deferred pension instead of a contribution refund. An employee is
treated as an active employee if he or she dies before the pension becomes payable.
Employees contribute,by payroll deduction, 4%of their total calendar year compensation. Employees
are 100%vested in their contributions. An employee who has participated in the plan for twenty-five
r
years may elect to discontinue his contributions and receive no pension credits for service thereafter.
The City makes quarterly payments equal to the amount contributed by employees plus the remaining
cost of membership service plus an amount sufficient to amortize the past service cost over thirty years
from July 1, 1989.
Prior service credit is granted for employment with the City before January 1, 1949, and membership
service credit is granted for employment thereafter. Compulsory military duty and voluntary military
duty in time of war count as service. The Civilian Plan also provides for certain disability and death
benefits.
28
Funding Status and Progress-The actuarial present value(APV)of credit projected benefits is a
standardized disclosure measure of the accrued pension benefit obligation(PBO). It is the discounted
amount of benefits estimated to be payable in the future as a result of employee service through the
valuation date,computed by attributing an equal benefit amount(including the effects of projected salary
increases and step-rate benefits)to each year of credited and expected future employee service.
The APV of credited projected benefits at July 1, 1993 was determined through an actuarial valuation.
Significant actuarial assumptions used in the valuation include(a)a rate of return on the investment of
present and future assets of 7%a year compounded annually, (b)projected salary increases of 4.5%a
year,compounded annually,attributable to inflation and seniority merit,and(c)life expectancies before
and after retirement based on the 1984 Unisex Pension Mortality Table.
Pension Benefit
Obligation as of
July 1, 1993
Vested Benefits: $ 54,853,982
Participants currently receiving benefits
Accumulated employee contributions -including interest 24,544,454
Active participant benefits attributable to employer 30,286,166
109,684,602
Nonvested benefits - 2,409,028
obligation Pension benefit (PBO)( ) 112,093,630
Net assets available for benefits at cost(with a market value of
$140,689,071 in 1993) 116,848,751
Assets in excess of pension benefit obligation $ 4,755,121
Annual covered payroll $ 44,254,510
Net assets available for benefits at fair value as a percentage of PBO 104 %
Assets in excess of PBO as a percentage of annual covered payroll 11 %
Contribution Required and Contribution Made -The City uses the Entry Age Normal Cost valuation
method to determine its required contribution to the Plan. The significant actuarial assumptions used to
Ndetennine the required contribution are the same as those used to compute the PBO.
29
The actuarially determined City contribution requirement for the year ended June 30, 1993 was
$2,108,226, including$1,184,755 of normal cost plus$923,471 of underfunded past service cost,based
on a projected covered payroll of$44,254,510, or 4.764%as a percentage of payroll. The Funds are
allocated a portion of the normal cost based on percentages of payroll. Expense of$394,432 and
$386,433 for 1994 and 1993, respectively,was incurred and paid by the Funds. Actual City
contributions are based on the percentage of payroll calculated by the actuary. Actual contributions at
December 31, 1994 and 1993 include the following:
1994 1993
As a Percentage As a Percentage
of Current Year of Current Year
In Dollars Covered Payroll In Dollars Covered Payroll
Employer $2,286,002 5.2 % $2,383,293 5.2 %
Employee-required 1,758,463 4.0 1,833,302 4.0
Special contributions:
Employer - - - -
Employee 70,328 - 2,757 -
Total $4,114,793 9.2 % $4,219,352 9.2 %
Three-year historical trend information,as available, is as follows:
Assets in
Excess
(Deficit)of
Pension Col. 1 Pension Annual Col.4
Net Assets Benefit as%of Benefit Covered as%of
for Benefits Obligation Col.2 Obligation Payroll Col.5
(Col. 1) (Col.2) (Col.3) (Col.4) (Col.5) (Col.6)
July 1, 1992 No Valuation Available
July 1, 1993 $116,848,751 $112,093,630 104 % $4,755,121 $44,254,510 11 %
July 1, 1994 No Valuation Available
Required ten-year historical trend information,as available, is presented in Tables 1 and 2 of the
supplemental information.
Uniformed Plan
Plan Description -The Uniformed Plan became effective July 1, 1961. Its provisions are covered by
Chapter 22 of the Omaha Municipal Code. The Uniformed Plan covers all probationary and regular
uniformed personnel of the police and fire divisions of the public safety department of the City.
For the year ended December 31, 1994,the City's payroll covered under the Uniform Plan was
$53,379,264.
30
As of July 1, 1994,the date of the last actuarial valuation,the Uniformed Plan had membership as
follows:
Retirees currently receiving benefits 359
Beneficiaries 245
Disability retirements 237
Vested terminations 3
Current active employees 1,202
2,046
An employee with at least twenty-five years of service may retire as early as age 50.
An employee's monthly pension is a percentage(from 20 to 60)of the employee's highest average
monthly compensation during any consecutive twelve paid months during the employee's last five years
of service. Prior to September 1989 the maximum monthly pension compensation percentage was 50%.
In September 1989 the City agreed to increase the percentage by 1%for each year of service over
twenty-five years of service to the current maximum of 60%.
The Uniformed Plan also provides for certain disability and death benefits.
An employee who terminates prior to obtaining pension eligibility receives a refund of his contributions
plus interest. If employment terminates before age 50 with more than twenty years of service and prior
to obtaining pension eligibility,the employee may elect to receive, in lieu of a refund, a deferred monthly
pension beginning at age 50.
Employees are required to contribute,by payroll deduction, 9.1%(previously 8.15%through mid-
September 1989)of total monthly salary. The City is required by the Municipal Code to contribute
10.4%(9.45%through mid-September 1989)of each eligible employee's total monthly salary and the
City shall make contributions to fund the cost of pensions accrued for prior service in an amount equal to
(a)required interest on the unfunded actuarial liability for prior service,or(b)the actual amount of such
pensions as they become due and payable. As a result of litigation,the City has agreed to contribute to
the Uniform Plan$1,327,600 per year,which fulfills the City's requirement (b)above.
L
31
Funding Status and Progress -The APV of credited projected benefits at July 1, 1994 was determined
through an actuarial valuation. Significant actuarial assumptions used in the valuation included(a)a
rate of return on the investment of present and future assets of 8.5%, and(b)projected annual salary
increases for inflation plus merit increases based on age.
Pension Benefit
Obligation as of
July 1, 1994
Retirees and beneficiaries currently receiving benefits and terminated
employees entitled to benefits but not yet receiving them $103,588,878
Accumulated employee contributions-including interest 54,000,910
,.articipant benefits attributable to employer 50,582,163
208,171,951
Nonvested benefits 35,886,659
•
Pension benefit obligation 244,058,610
Net assets available for benefits at cost(with a market value of
$191,282,653 in 1994) 183,255,226
Unfunded pension benefit obligation $ 60,803,384
Annual covered payroll $ 53,379,264
Net assets available for benefits at cost as a percentage of PBO 75 %
Unfunded PBO as a percentage of annual covered payroll 114 %
Contribution Required and Contribution Made -The City uses the Aggregate Cost valuation method to
determine its required contribution to the Plan. The significant actuarial assumptions used to determine
the required contribution are the same as those used to compute the PBO.
32
The Plan's contribution was based on the most recent actuarial determination plus an increase resulting
from a change in the Plan's provisions made in September 1990. Actual contributions for the year ended
December 31, 1994 include:
As a Percentage
of Current Year
In Dollars Covered Payroll
City:
Current $ 5,551,457 10.40 %
Prior service 1,327,600 2.49
Employee-required 4,857,513 9.10
Total $11,736,570 21.99 %
Additional historical trend information to analyze the strength of the Uniformed Plan is available in
Tables 3 and 4 of the supplemental information.
14. DEFERRED COMPENSATION PLAN
The City of Omaha has a deferred compensation plan created in accordance with Internal Revenue Code
Section 457. The plan permits eligible employees to defer a portion of their salary until future years.
The deferred compensation is not available to employees until termination, retirement, death,
unforeseeable emergency, or permanent disability.
All amounts of compensation deferred under the plan, all property and rights purchased with those
amounts, and all income attributable to those amounts, property, or rights are(until paid or made
available to the employee or other beneficiary)solely the property and rights of the City(without being
restricted to the provisions of benefits under the plan), subject only to the claims of the City's general
creditors. Participants' rights under the plan are equal to those of general creditors of the City in an
amount equal to the fair market value of the deferred account for each participant. The plan's assets are
held by an external administrator, and are recorded in the general purpose financial statements at fair
market value.
It is the City's opinion that the City has no liability for losses which may arise under any legally
permitted investment of funds under the plan, but does have the duty of due care that would be required
of an ordinary prudent investor. The City has not used these assets to pay general creditors and the City
believes that it is unlikely that it will use the assets to satisfy the claims of general creditors in the future.
0
33
15. SEGMENT INFORMATION FOR ENTERPRISE FUNDS
The City maintains five Enterprise Funds which provide sewer,marina, dock,parking and golf
concession services. Segment information for the year ended December 31, 1994 is as follows:
Downtown Golf
Dodge Park Redevelopment Concession
Sewer Marina Municipal Project Revenue
Revenue Fund Fund Dock Fund No.1 Fund Fund Tote:
Operating revenues $ 30,652,873 S282,307 S 55,597 $ - $2,893,851 S 33,884,628
Operating expenses:
Depreciation and amortization $ 8,304,026 $ 39,432 $ 38,716 $ - $ 65,053 $ 8,447,227
Other 18,785,372 157,353 549 19,437 2,400,467 21,363,178
$ 27,089,398 $196,785 $ 39,265 S 19,437 S2,465,520 S 29,810,405
Operating income(loss) $ 3,563,475 S 85,522 $ 16,332 S(19,437) $ 428,331 S 4,074,223
Net income(loss) $ 1,500,959 S 93,914 $ 16,332 S(19,437) $ 728,331 S 2,320,099
Net working capital $ 13,247,514 $261,824 $ 99,281 $78,975 S 859,133 S 14,546,727
Total assets $262,872,602 $849,996 $401,063 S 82,817 $1,747,800 $265,954,278
Bonds and notes payable-net of
unamortized discount $ 30,321,197 $ - $ - S - $ - $ 30,321,197
Current year contributed capital S 2,439,709 $ - $(23,150) $ - $ - $ 2,416,559
Fund equity $227,149,621 $849,163 $401,063 $78,975 $1,701,606 S230,180,428
Net acquisition(disposal)of
property,plant and equipment $ 11,462,200 $ (3,394) $ - $ - $ 482,378 $ 11,941,184
16. FIXED ASSETS
General Fixed Assets-All assets are valued at estimated historical cost or, if donated,estimated value
at time of donation. The City has elected not to record infrastructure assets or to depreciate general
fixed assets.
A summary of changes in general fixed assets follows:
Balance
Balance December 31,
January 1, 1994 Additions Deletions 1994
Land $ 25,269,814 $ 391,626 $ - $ 25,661,440
Buildings and
improvements 107,769,941 9,720,629 12,635,228 104,855,342
Equipment 26,051,354 4,052,616 5,772,534 24,331,436
$159,091,109 $14,164,871 $18,407,762 $154,848,218
34
Proprietary Fund Types-A summary of Proprietary Fund Type property,plant and equipment at
December 31, 1994 follows:
Internal
Enterprise Service
Land $ 2,311,178 $ -
Buildings 440,032 -
Improvements other than buildings 919,017 -
Equipment,machinery and fixtures 7,927,376 293,029
Sewerage treatment plants and other facilities 320,419,867 -
Construction in progress 13,285,450 -
345,302,920 293,029
Less accumulated depreciation 104,115,050 115,658
$241,187,870 $177,371
Construction in progress at December 31, 1994 is composed of the following:
Sewer Fund:
Street Sewer Separation Project $ 2,243,680
Missouri River Treatment Works 2,004,998
Geographic Information Mapping System 2,082,084
Construction on various sewer facilities 6,743,916
Golf Revenue Fund:
Elmwood Renovation Project 210,772
Total construction in progress $13,285,450
17. RECONCILIATION OF BUDGET BASIS REVENUES AND EXPENDITURES TO GAAP
Revenue and expenditures presented on a non-GAAP budget basis of accounting differ from the revenues
and expenditures presented in accordance with generally accepted accounting principles (GAAP)because
of the different treatment of encumbrances and accruals(revenue recognition).
In addition, Section 5.14 of the City of Omaha's Home Rule Charter requires that the year-end general
fund balance"be applied as general fund revenue in the budget for the fiscal year two years subsequent
to that fiscal year". Therefore,the amount of the general fund carryover coming into a particular fiscal
year has already been determined. Any general fund encumbrances at the end of a fiscal year are not
included in the year-end general fund balance because those encumbrances will normally need to be paid
in the following fiscal year and cannot be held until the fiscal year two years subsequent to the fiscal year
when the encumbrance was incurred.
35
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36
•
18. POST-RETIREMENT HEALTH CARE BENEFITS
In addition to providing the pension benefits described in Note 13,the City provides health insurance
covrage, in accordance with the City's Municipal Code and the City's contracts with the Omaha Police
Union Local No. 101,the Professional Firefighters Association of Omaha Local No. 385 and the Omaha
City Employees Local No. 251. Currently, 1,091 individuals meet these eligiblity requirements. The
cost of health insurance coverage is recognized as an expense as premiums are paid. For 1994,these
costs approximated$2,400,000.
19. EXCESS OF EXPENDITURES OVER APPROPRIATIONS
Excess of expenditures over appropriations in individual funds or general fund/departments are as
follows:
Excess
Fund/Department Expenditures
General Fund:
General Government $ 173,002
Parks, Recreation and Public Property 297,714
Other 391,173
Special Revenue Funds:
Municipal Infrastructure Redevelopment Fund 276
Police/FBI Seized Assets Fund 41,271
Emergency Telephone Communications 333,097
Interceptor Sanitory Sewer Fund 240,133
Parks and recreation 494,438
Other 562,984
20. COMMITMENTS
The City is a defendant in a number of lawsuits in its normal course of operations. The majority of these
lawsuits relate to condemnations for street and utility construction projects which are not included in tax
supported funds. In addition to amounts recorded by the City as other accrued liabilities,the City
Attorney is of the opinion that there is a reasonable possibility that the City will incur additional losses
on these lawsuits not to exceed$9,000,000.
The City is a party to numerous contracts related to design and construction projects within the
Wastewater Collection and Treatment System. At December 31, 1994,approximately$4,522,992 of
such contracts were not recorded as liabilities as the related construction had not been performed.
The City participates in a number of Federally assisted grant programs,principally Federal Highway
Construction Grants, Community Development Block Grant, Job Training Partnership Act and other
local improvement programs. The programs are subject to financial audits. The amount of
expenditures,if any,which may be disallowed by granting agencies is not determinable at this time;
however, City management does not believe that such amounts, if any,would be significant.
37
APPENDIX B
FORM OF LETTER AGREEMENT
September , 1995
FirsTier Bank Omaha, N.A., as Trustee
1700 Farnam Street
Omaha, Nebraska 68102-2183
$8,475,000
City of Omaha Parking Facilities Corporation
Lease Revenue Bonds
(Omaha-Park Four and Omaha-Park Five Projects)
Series 1995
Dear Ladies and Gentlemen:
(a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska
(the "City") and FirsTier Bank Omaha, N.A., as Trustee (the "Trustee") under that certain
Indenture of Trust dated as of September 1, 1995 (the "Indenture"), for the benefit of the holders
of$8,475,000 City of Omaha Parking Facilities Corporation Lease Revenue Bonds(Omaha-Park
Four and Omaha-Park Five Projects), Series 1995 (the "Bonds") and to facilitate compliance
with Section (b)(5)(i)of Securities and Exchange Commission Rule 15c2-12 under the Securities
Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). This Letter
Agreement is being executed and delivered to assist Kirkpatrick Pettis Smith Polian, Inc.,
FirsTier Bank, National Association, Smith Barney Inc./Chiles Heider Division and Dain
Bosworth Incorporated (collectively, the "Underwriter"), as Participating Underwriters under
the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not
otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph (b)
hereof.
(b) The following are the definitions of the capitalized terms used herein and not
otherwise defined in the Indenture:
"Annual Financial Information" means the financial information or operating data
with respect to the City, provided at least annually, of the type included in Appendix A
hereto. The financial statements included in the Annual Financial Information shall be
prepared in accordance with generally accepted accounting principles ("GAAP") for
governmental units as prescribed by the Government Accounting Standards Board
("GASB"). Such fmancial statements may, but are not required to, be Audited Financial
Statements.
01/161215.5
"Audited Financial Statements" means the City's annual financial statements,
prepared in accordance with GAAP for governmental units as prescribed by GASB,
which financial statements shall have been audited by the City Council Audit Committee.
"Material Event" means any of the following events, if material, with respect to
the Bonds:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults;
(iii) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) Substitution of credit or liquidity providers, or their failure to
perform;
(vi) Adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
(vii) Modifications to rights of Bondholders;
(viii) Bond calls (other than mandatory sinking fund redemptions);
(ix) Defeasances;
(x) Release, substitution or sale of property securing repayment of the
Bonds; and
(xi) Rating changes.
"Material Event Notice" means written or electronic notice of a Material Event.
"NRMSIR" means a nationally recognized municipal securities information
repository, as recognized from time to time by the Securities and Exchange Commission
by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date
of this Letter Agreement are Bloomberg Municipal Repositories, Post Office Box 840,
Princeton, New Jersey 08542-0840, Phone: (609) 279-3200 and Fax: (609) 279-5962;
The Bond Buyer, Attention: Municipal Disclosure, 395 Hudson Street, New York,
New York 10014, Phone: (212) 807-3814, Fax: (212) 989-9282 and Internet: Disclosure
Muller.com;Kenny Information Systems, Inc., 16th Floor, 65 Broadway, New York,
01/161215.5 B-2
New York 10006, Attention: Kenny Repository Service, Phone: (212) 770-4595 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 Disclosure Inc., 5161 River Road, Bethesda, Maryland 20816, Attention: Document
acquisitions/Municipal Securities, Phone: (301) 951-1450 (for issuer related questions)
and Fax: (301) 718-2329 (for issuers to fax in documents).
"SID" means a state information depository as operated or designated by the State
of Nebraska and recognized by the Securities and Exchange Commission by no-action
letter as such for the purposes referred to in the Rule. There is not a SID as of the date
of this Letter Agreement.
(c) The City undertakes to provide the following information as provided in this
Letter Agreement:
(1) Annual Financial Information;
(2) Audited Financial Statements, if any; and
(3) Material Event Notices.
(d)(1) The City shall while any Bonds are Outstanding provide the Annual Financial
Information on or before the date which is 270 days after the end of each fiscal year of the City
(the "Submission Date"), beginning in 1997, to the Trustee, who shall provide such Annual
Financial Information to each then existing NRMSIR and the SID, if any, on or before the date
which is five days after the Submission Date (the "Report Date") while any Bonds are
Outstanding or, if not received by the Trustee by the second Business Day prior to the Report
Date, then within five Business Days of its receipt by the Trustee. The City shall include with
each submission of Annual Financial Information to the Trustee a written representation
addressed to the Trustee to the effect that the Annual Financial Information is the Annual
Financial Information required hereby and that it complies with the applicable requirements
hereof. If the City changes its fiscal year, it shall provide written notice of the change of fiscal
year to the Trustee and to each then existing NRMSIR or the Municipal Securities Rulemaking
Board ("MSRB") and the SID, if any. It shall be sufficient if the City provides to the Trustee
and the Trustee provides to each then existing NRMSIR and the SID, if any, any or all of the
Annual Financial Information by specific reference to documents previously provided to each
NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if
such a document is a final official statement within the meaning of the Rule, available from the
MSRB.
(2) If not provided as part of the Annual Financial Information, the City shall provide
the Audited Financial Statements to the Trustee when and if available while any Bonds are
Outstanding and the Trustee shall then promptly provide each then existing NRMSIR and the
SID, if any, with such Audited Financial Statements.
01/161215.5 B-3
(3)(i) If a Material Event occurs while any Bonds are Outstanding, the City shall
provide written or electronic notice of a Material Event in a timely manner to the Trustee. The
Trustee shall promptly prepare a Material Event Notice, which shall be so captioned and shall _.
prominently state the date, title and CUSIP numbers of the Bonds, and shall promptly provide
the Material Event Notice to each then existing NRMSIR or the MSRB and the SID, if any.
(ii) The Trustee shall promptly advise the City whenever, in the course of performing
its duties as Trustee hereunder or under the Indenture, the Trustee identifies an occurrence
which, if material, would require the City to provide a Material Event Notice pursuant to
subparagraph (d)(3)(i), provided that the failure of the Trustee to so advise the City shall not
cause a breach by the Trustee of any of its duties and responsibilities hereunder.
(4) The Trustee shall, without further direction or instruction from the City, provide
in a timely manner to each then existing NRMSIR or the MSRB and to the SID, if any, notice
of any failure by the City while any Bonds are Outstanding to provide to the Trustee Annual
Financial Information on or before the Report Date (whether caused by failure of the City to
provide such information to the Trustee by the Submission Date or for any other reason). For
the purposes of determining whether information received from the City is Annual Financial
Information, the Trustee shall be entitled conclusively to rely on the City's written representation
made pursuant to paragraph (d)(1) hereof.
(5) If the City provides to the Trustee information relating to the City or the Bonds,
which information is not designated as a Material Event Notice, and directs the Trustee to
provide such information to information repositories, the Trustee shall provide such information
in a timely manner to the MSRB and the SID, if any.
(6) The Trustee shall determine each year prior to the Report Date the name and
address of each NRMSIR and the SID, if any.
(e) The continuing obligation hereunder of the City to provide Annual Financial
Information, Audited Financial Statements, if any, and Material Event Notices shall terminate
immediately once the Bonds no longer are Outstanding. This Letter Agreement, or any
provision hereof, shall be null and void in the event that the City delivers to the Trustee an
opinion of nationally recognized bond counsel to the effect that those portions of the Rule which
require this Letter Agreement, or any such provision, are invalid, have been repealed
retroactively or otherwise do not apply to the Bonds, provided that the Trustee shall have
provided notice of such delivery and the cancellation of this Letter Agreement or any provision
hereof to each then existing NRMSIR or the MSRB and the SID, if any.
(f) This Letter Agreement may be amended by the City and the Trustee, without the
consent of the Bondholders, but only upon the delivery by the City to the Trustee of the
proposed amendment and an opinion of nationally recognized bond counsel to the effect that such
amendment, and giving effect thereto, will not adversely affect the compliance of this Letter
Agreement and by the City with the Rule and that such amendment complies with this
01/161215.5 B-4
paragraph (f), provided that the Trustee shall have provided notice of such delivery and of the
amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such
amendment shall satisfy the following conditions:
(1) The amendment may 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 City, or type of business conducted;
(2) This Letter Agreement, as amended, would have complied with the
requirements of the Rule at the time of the primary offering, after taking into account
any amendments or interpretations of the Rule, as well as any change in circumstances;
and
(3) The amendment does not materially impair the interest of holders of the
Bonds, as determined by nationally recognized bond counsel, or by approving vote of
holders of the Bonds pursuant to the terms of the Indenture at the time of the
amendment.
The initial Annual Financial Information after the amendment shall explain, in narrative form,
the reasons for the amendment and the effect of the change in the type of operating data or
financial information being provided.
(g) Any failure by the parties hereto to perform in accordance with this Letter
Agreement shall not constitute an "Event of Default" under the Indenture or the Lease Purchase
Agreement, and the rights and remedies provided by the Indenture upon the occurrence of an
"Event of Default" shall not apply to any such failure. The Trustee shall not have the power
or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder
may take such actions as may be necessary and appropriate, including seeking specific
performance by court order, to cause the City to comply with its obligations hereunder.
(h) This Letter Agreement shall be governed by and construed in accordance with the
laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses
matters of federal securities laws, including the Rule, this Letter Agreement shall be construed
in accordance with such federal securities laws and official interpretations thereof.
(i) Article X of the Indenture is hereby made applicable to this Letter Agreement as
if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee
shall have only such duties as are specifically set forth in this Letter Agreement, and the City
agrees, subject to the availability of appropriations of funds to it therefor and other moneys
legally available for the purpose, to indemnify and hold harmless the Trustee from and against
any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee
may incur (or which may be claimed against the Trustee by any person or entity whatsoever)
arising out of or in the exercise or performance of its powers and duties hereunder, but
excluding liabilities due to the Trustee's gross negligence or willful misconduct.
01/161215.5 B-5
(j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee,
the Underwriter, the City of Omaha Parking Facilities Corporation and the holders from time
to time of the Bonds and shall create no rights in any other person or entity.
(k) This Letter Agreement may be simultaneously executed in several counterparts,
, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Very truly yours,
[SEAL] CITY OF OMAHA, NEBRASKA
ATTEST:
By
Mayor
City Clerk
APPROVED AS TO FORM:
Assistant City Attorney
Acknowledged and Accepted as of
the date first above written:
FIRSTIER BANK OMAHA, N.A.,
as Trustee
By
Authorized Signatory
01/161215.5 B-6
�i -
•
APPENDIX C
FORM OF OPINION OF BOND COUNSEL
September , 1995
City of Omaha Parking Facilities Corporation
City of Omaha Planning Department
Suite 1100, 1819 Famam Street
Omaha, NE 68183
$8,475,000
City of Omaha Parking Facilities Corporation
Lease Revenue Bonds
(Omaha-Park Four and Omaha-Park Five Projects)
Series 1995
1
Gentlemen:
We have acted as Bond Counsel in connection with the issuance and sale by City of
Omaha Parking Facilities Corporation, a nonprofit corporation organized under the laws of the
State of Nebraska (the "Corporation"), of its Lease Revenue Bonds (Omaha-Park Four and
Omaha-Park Five Projects), Series 1995, on behalf of the City of Omaha, Nebraska (the "City"),
in the aggregate principal amount of$8,475,000 (the "Bonds"). The Bonds are issued as fully
registered bonds without coupons, are dated September 15, 1995, bear interest semiannually on
March 15 and September 15 of each year commencing March 15, 1996 at the rates per annum
set forth below and mature on September 15 of the years and in the principal amounts set forth
below:
Year Principal Amount Interest Rate
1996 $
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2015
01/161215.5
♦ r f
•
The Bonds maturing on September 15, 2006 and thereafter are subject to redemption at
the option of the Corporation in whole at any time or in part on any interest payment date on
or after September 15, 2005 and to extraordinary mandatory redemption in whole at any time.
The Bonds have been issued under and pursuant to the Constitution and laws of the State
of Nebraska and in accordance with (i) the provisions of a resolution (the "Resolution") adopted
by the Board of Directors of the Corporation that authorized the issuance of the Bonds and the
execution and delivery of the Lease-Purchase Agreement dated as of September 1, 1995 (the
"Agreement") by and between the Corporation and the City, the Indenture of Trust dated as of
September 1, 1995 (the "Indenture")by and between the Corporation and FirsTier Bank Omaha,
N.A., as trustee (the "Trustee"), the Ground Tease dated as of September 1, 1995 (the "Lease")
between the Corporation and the City and the Bond Purchase Agreement dated September 19,
1995 between the Corporation and Kirkpatrick Pettis Smith Polian, Inc., FirsTier Bank, National
Association, Smith Barney, Inc./Chiles Heider Division and Dain Bosworth Incorporated
(collectively, the"Underwriter"); and(ii) the provisions of Ordinance No. (the "Ordinance")
passed by the City Council of the City on September 12, 1995, which Ordinance authorized the
execution and delivery of the Agreement, the Lease and the Letter Agreement dated
September 27, 1995 between the City and the Trustee and approved the Indenture and the terms
of and the issuance of the Bonds. The Bonds have been issued to provide the funds for all or
a portion of the cost of acquiring, constructing, furnishing and equipping two public parking
garages to be located in the City of Omaha, Nebraska (the "Projects"). The Project sites are
leased by the City to the Corporation pursuant to the Lease. Under the Agreement, the City will
be granted possession of the Projects and the right to acquire all of the Corporation's interest
in and to the Projects.
The Corporation has covenanted in the Indenture to comply with all necessary restrictions
of the Internal Revenue Code of 1986, as amended, and the Regulations thereunder (the "Code")
to preserve the exclusion of interest on the Bonds from gross income for the purposes of federal
income taxation. Noncompliance by the Corporation with such restrictions may cause the
interest on the Bonds to be subject to federal income taxation retroactive to their date of issue.
In connection with the issuance of the Bonds, we have examined the following:
(a) the Articles of Incorporation and Bylaws of the Corporation;
(b) the Resolution;
(c) the Ordinance;
(d) executed counterparts of the Agreement;
(e) executed counterparts of the Indenture;
(f) an executed counterparts of the Lease;
01/161215.5 C-2
(g) an executed counterparts of the Letter Agreement;
(h) the form of Bond No. R-1; and
(i) such other proceedings, opinions, records, documents, Code provisions
and statutes as we deemed necessary and appropriate in rendering this opinion.
In connection with the issuance of the Bonds, we are of the opinion that:
(1) The Corporation is a nonprofit corporation validly created and existing in
the State of Nebraska.
(2) The Corporation has the power to issue the Bonds for the purpose and in
the manner and to apply the proceeds of the sale of the Bonds as set forth in the
Indenture.
(3) The Agreement has been duly authorized, executed and delivered by the
Corporation and, assuming due authorization, execution and delivery by the City,
represents a valid and binding agreement of the Corporation and the City, enforceable
in accordance with its terms.
(4) The Indenture has been duly authorized, executed and delivered by the
Corporation and, assuming due authorization, execution and delivery by the Trustee,
represents the valid and binding agreement of the Corporation and the Trustee,
enforceable in accordance with its terms.
(5) The Lease has been duly authorized, executed and delivered by the
Corporation and, assuming due authorization, execution and delivery by the City,
represents the valid and binding agreement of the Corporation and the City, enforceable
in accordance with its terms.
(6) The Bonds are in proper form and have been executed by proper officers
of the Corporation. The Bonds constitute valid and legally binding obligations of the
Corporation payable, as to principal and interest, solely and only from the Rental
Payments (as that term in defined in the Agreement) from the City's use of the Projects.
(7) The Rental Payments payable by the City under the terms of the
Agreement are general obligations of the City and are payable from the City's General
Fund each year of the term of the Agreement on the same basis as operating expenses
and other contractual obligations of the City. Rental Payments are payable out of the
funds of the City which may be raised, among other sources, by taxes levied by valuation
on all the taxable property within the boundaries of the City and by sales taxes, subject
to applicable taxing limitations.
01/161215.5 C-3
(8) The Agreement represents unconditional obligations of the City and is not
subject to annual renewal.
(9) The obligations of the parties and the enforceability of the provisions
contained in the Agreement, the Indenture and the Lease relating to the parties may be
subject to general principles of equity which permit the exercise of judicial discretion and
are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally.
(10) Assuming compliance by the Corporation/with the covenant referred to in
the fourth paragraph of this letter, interest on the Bonds is excluded from gross income
for the purposes of federal income taxation and is not an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations.
However, for certain corporations, interest on the Bonds is included in the "adjusted
current earnings" (i.e., alternative minimum taxable income as adjusted for certain items,
including those items that would be included in the calculation of a corporation's earnings
and profits under Subchapter C of the Code) for taxable years beginning after 1989, and
such corporations are required to include in the calculation of alternative minimum
taxable income 75% of the excess of each such corporation's adjusted current earnings
over its alternative minimum taxable income (determined without regard to this
adjustment and prior to reduction for certain net operating losses).
Although the interest in the Bonds is excluded from gross income for federal income tax
purposes, the accrual or receipt of interest on the Bonds may otherwise affect the federal income
tax liability of the recipient. The extent of these other tax consequences will depend upon the
recipient's particular tax status or other items of income or deduction. We express no opinion
regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are
corporations (including S corporations, foreign corporations operating branches in the United
States and corporations subject to the environmental tax imposed by Section 59A of the Code),
property or casualty insurance companies, banks, thrifts or other financial institutions, certain
recipients of Social Security or Railroad Retirement benefits or individuals who itemize
deductions are advised to consult their tax advisors as to the tax consequences of purchasing or
holding the Bonds.
Interest of the Bonds is exempt from Nebraska state income taxation so long as it is
exempt for purposes of the federal income tax.
We express no opinion as the title to, or the sufficiency in, the Agreement, the Indenture
or the Lease or otherwise of the description of the Projects or the priority of any liens, charges
or encumbrances on the Projects.
Very truly yours,
01/161215.5 C-4
111111
•
Supplement to Preliminary Official Statement Dated September 12, 1995 Relating To:
$8,475,000*
City of Omaha Parking Facilities Corporation
LeacP Revenue Bonds
(Omaha-Park Four and Omaha Park-Five Projects)
Series 1995
The Preliminary Official Statement is hereby amended and supplemented as follows:
(1) The references on the cover page and under "THE BONDS-Place of Payment"
to the corporate office of the Trustee in Omaha, Nebraska shall instead be to the principal
corporate trust office of the Trustee in Lincoln, Nebraska.
(2) The references under "THE BONDS-Place of Payment" to February 1 and
August 1 shall instead be to March 1 and September 1, respectively.
(3) The caption for the text under "LEGAL MATTERS-Statutory Property Tax
Receipts Limitation" shall instead be "-Validity of State Property Tax System."
(4) The text under "LEGAL MATTERS-Statutory Property Tax Receipts
Limitation"
shall be: Nebraska law imposes a 0% limit on the annual increase of
anticipated property tax receipts budgeted by local political subdivisions such as the City.
Several exceptions from the limitation exist, including property taxes collected for the retirement
of bonded indebtedness (which exception does not include the Bonds) and collected as a result
of growth, e.g., improvements to real property which increase the value of such property. In
addition, the anticipated receipts may be increased (i) upon an affirmative majority vote of the
governing body of the political subdivision, by up to 4% by the percentage change in the
previous calendar .year's Consumer Price Index-All Urban Consumers, (ii) upon a 75%
affirmative vote of the governing body, by the additional increment between such percentage
change and 4% and (iii) upon an affirmative majority vote of those voting in a special election
called by the governing body, by the amount approved.
September 12, 1995.
gir
LETTER AGREEMENT
September 27, 1995
FirsTier Bank Omaha, N.A., as Trustee
1700 Farnam Street
Omaha, NE 68102-2183
$8,475,000
City of Omaha Parking Facilities Corporation
Lease Revenue Bonds
(Omaha-Park Four and Omaha-Park Five Projects)
Series 1995
Dear Ladies and Gentlemen:
(a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska
(the "City") and FirsTier Bank Omaha, N.A., as Trustee (the "Trustee") under that certain
Indenture of Trust dated as of September 1, 1995 (the "Indenture"), for the benefit of the holders
of$8,475,000 City of Omaha Parking Facilities Corporation Lease Revenue Bonds (Omaha-Park
Four and Omaha-Park Five Projects), Series 1995 (the "Bonds") and to facilitate compliance
with Section (b)(5)(i)of Securities and Exchange Commission Rule 15c2-12 under the Securities
Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). This Letter
Agreement is being executed and delivered to assist Kirkpatrick, Pettis, Smith, Pollan, Inc.,
FirsTier Bank, National Association, Smith Barney Inc./Chiles Heider Division and Dain
Bosworth Incorporated (collectively, the "Underwriter"), as Participating Underwriters under
the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not
otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph (b)
hereof.
(b) The following are the definitions of the capitalized terms used herein and not
otherwise defined in the Indenture:
"Annual Financial Information" means the financial information or operating data
with respect to the City, provided at least annually, of the type included in Appendix A
hereto. The financial statements included in the Annual Financial Information shall be
prepared in accordande with generally accepted accounting principles ("GAAP") for
01/161965.3
governmental units as prescribed by the Government Accounting Standards Board
("GASB"). Such financial statements may, but are not required to, be Audited Financial
Statements.
"Audited Financial Statements" means the City's annual financial statements,
prepared in accordance with GAAP for governmental units as prescribed by GASB,
which financial statements shall have been audited by the City Council Audit Committee.
"Material Event" means any of the following events, if material, with respect to
the Bonds:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults;
(iii) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) Unscheduled draws on credit enhancements reflecting fmancial
difficulties;
(v) Substitution of credit or liquidity providers, or their failure to
perform;
(vi) Adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
(vii) Modifications to rights of Bondholders;
(viii) Bond calls (other than mandatory sinking fund redemptions);
(ix) Defeasances;
(x) Release, substitution or sale of property securing repayment of the
Bonds; and
(xi) Rating changes.
"Material Event Notice" means written or electronic notice of a Material Event.
"NRMSIR" means a nationally recognized municipal securities information
repository, as recognized from time to time by the Securities and Exchange Commission
by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date
of this Letter Agreement are Bloomberg Municipal Repositories, Post Office Box 840,
01/161965.3 2 L
Princeton, New Jersey 08542-0840, Phone: (609) 279-3200 and Fax: (609) 279-5962;
The Bond Buyer, Attention: Municipal Disclosure, 395 Hudson Street, New York,
New York 10014, Phone: (212) 807-3814, Fax: (212) 989-9282 and Internet: Disclosure
@ Muller.com; Kenny Information Systems, Inc., 16th Floor, 65 Broadway, New York,
New York 10006, Attention: Kenny Repository Service, Phone: (212) 770-4595 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 Disclosure Inc., 5161 River Road, Bethesda, Maryland 20816, Attention: Document
acquisitions/Municipal Securities, Phone: (301) 951-1450 (for issuer related questions)
and Fax: (301) 718-2329 (for issuers to fax in documents).
"SID" means a state information depository as operated or designated by the State
of Nebraska and recognized by the Securities and Exchange Commission by no-action
letter as such for the purposes referred to in the Rule. There is not a SID as of the date
of this Letter Agreement.
(c) The City undertakes to provide the following information as provided in this
Letter Agreement:
(1) Annual Financial Information;
(2) Audited Financial Statements, if any; and
(3) Material Event Notices.
(d)(1) The City shall while any Bonds are Outstanding provide the Annual Financial
Information on or before the date which is 270 days after the end of each fiscal year of the City
(the "Submission Date"), beginning in 1997, to the Trustee, who shall provide such Annual
Financial Information to each then existing NRMSIR and the SID, if any, on or before the date
which is five days after the Submission Date (the "Report Date") while any Bonds are
Outstanding or, if not received by the Trustee by the second Business Day prior to the Report
Date, then within five Business Days of its receipt by the Trustee. The City shall include with
each submission of Annual Financial Information to the Trustee a written representation
addressed to the Trustee to the effect that the Annual Financial Information is the Annual
Financial Information required hereby and that it complies with the applicable requirements
hereof. If the City changes its fiscal year, it shall provide written notice of the change of fiscal
year to the Trustee and to each then existing NRMSIR or the Municipal Securities Rulemaking
Board ("MSRB") and the SID, if any. It shall be sufficient if the City provides to the Trustee
and the Trustee provides to each then existing NRMSIR and the SID, if any, any or all of the
Annual Financial Information by specific reference to documents previously provided to each
NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if
such a document is a final official statement within the meaning of the Rule, available from the
MSRB.
01/161965.3 3
(2) If not provided as part of the Annual Financial Information, the City shall provide
the Audited Financial Statements to the Trustee when and if available while any Bonds are
Outstanding and the Trustee shall then promptly provide each then existing NRMSIR and the
SID, if any, with such Audited Financial Statements.
(3)(i) If a Material Event occurs while any Bonds are Outstanding, the City shall
provide written or electronic notice of a Material Event in a timely manner to the Trustee. The
Trustee shall promptly prepare a Material Event Notice, which shall be so captioned and shall
prominently state the date, title and CUSIP numbers of the Bonds, and shall promptly provide
the Material Event Notice to each then existing NRMSIR or the MSRB and the SID, if any.
(ii) The Trustee shall promptly advise the City whenever, in the course of performing
its duties as Trustee hereunder or under the Indenture, the Trustee identifies an occurrence
which, if material, would require the City to provide a Material Event Notice pursuant to
subparagraph (d)(3)(i), provided that the failure of the Trustee to so advise the City shall not
cause a breach by the Trustee of any of its duties and responsibilities hereunder.
(4) The Trustee shall, without further direction or instruction from the City, provide
in a timely manner to each then existing NRMSIR or the MSRB and to the SID, if any, notice
of any failure by the City while any Bonds are Outstanding to provide to the Trustee Annual
Financial Information on or before the Report Date (whether caused by failure of the City to
provide such information to the Trustee by the Submission Date or for any other reason). For
the purposes of determining whether information received from the City is Annual Financial
Information, the Trustee shall be entitled conclusively to rely on the City's written representation
made pursuant to paragraph (d)(1) hereof.
(5) If the City provides to the Trustee information relating to the City or the Bonds,
which information is not designated as a Material Event Notice, and directs the Trustee to
provide such information to information repositories, the Trustee shall provide such information
in a timely manner to the MSRB and the SID, if any.
(6) The Trustee shall determine each year prior to the Report Date the name and
address of each NRMSIR and the SID, if any.
(e) The continuing obligation hereunder of the City to provide Annual Financial
Information, Audited Financial Statements, if any, and Material Event Notices shall terminate
immediately once the Bonds no longer are Outstanding. This Letter Agreement, or any
provision hereof, shall be null and void in the event that the City delivers to the Trustee an
opinion of nationally recognized bond counsel to the effect that those portions of the Rule which
require this Letter Agreement, or any such provision, are invalid, have been repealed
retroactively or otherwise do not apply to the Bonds, provided that the Trustee shall have
provided notice of such delivery and the cancellation of this Letter Agreement or any provision
hereof to each then existing NRMSIR or the MSRB and the SID, if any.
r
0
01/161965.3 4
•
(f) This Letter Agreement may be amended by the City and the Trustee, without the
consent of the Bondholders, but only upon the delivery by the City to the Trustee of the
proposed amendment and an opinion of nationally recognized bond counsel to the effect that such
amendment, and giving effect thereto, will not adversely affect the compliance of this Letter
Agreement and by the City with the Rule and that such amendment complies with this
paragraph (f) , provided that the Trustee shall have provided notice of such delivery and of the
amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such
amendment shall satisfy the following conditions:
(1) The amendment may 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 City, or type of business conducted;
(2) This Letter Agreement, as amended, would have complied with the
requirements of the Rule at the time of the primary offering, after taking into account
any amendments or interpretations of the Rule, as well as any change in circumstances;
and
(3) The amendment does not materially impair the interest of holders of the
Bonds, as determined by nationally recognized bond counsel, or by approving vote of
holders of the Bonds pursuant to the terms of the Indenture at the time of the
amendment.
The initial Annual Financial Information after the amendment shall explain, in narrative form,
the reasons for the amendment and the effect of the change in the type of operating data or
financial information being provided.
(g) Any failure by the parties hereto to perform in accordance with this Letter
Agreement shall not constitute an "Event of Default" under the Indenture or the Lease Purchase
Agreement, and the rights and remedies provided by the Indenture upon the occurrence of an
"Event of Default" shall not apply to any such failure. The Trustee shall not have the power
or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder
may take such actions as may be necessary and appropriate, including seeking specific
performance by court order, to cause the City to comply with its obligations hereunder.
(h) This Letter Agreement shall be governed by and construed in accordance with the
laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses
matters of federal securities laws, including the Rule, this Letter Agreement shall be construed
in accordance with such federal securities laws and official interpretations thereof.
(i) Article X of the Indenture is hereby made applicable to this Letter Agreement as
if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee
shall have only such duties as are specifically set forth in this Letter Agreement, and the City
agrees, subject to the availability of appropriations of funds to it therefor and other moneys
01/161965.3 5
legally available for the purpose, to indemnify and hold harmless the Trustee from and against
any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee
may incur (or which may be claimed against the Trustee by any person or entity whatsoever)
arising out of or in the exercise or performance of its powers and duties hereunder, but
excluding liabilities due to the Trustee's gross negligence or willful misconduct.
(j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee, 1
the Underwriter, the City of Omaha Parking Facilities Corporation and the holders from time
to time of the Bonds and shall create no rights in any other person or entity.
(k) This Letter Agreement may be simultaneously executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same
instrument.
Very truly yours,
[SEAL] CITY OF 0 HA, SKA
TTEST: /
By 5
i-.6":
(fir Mayo / f /C ai
City Cler .d....,' (,... /:\it — ' .
APPROVED AS TO FORM:
Assistant City - o
Acknowledged and Accepted as of
the date first above written:
FIRS'11hR BANK OMAHA, N.A.,
as Trustee
By
Authorized Signatory
01/161965.3 6
l
P10TIOP1 BY COUi1CILMFMBER 41;;;CI:;..:77;444716"4"Zal>
I hereby move to amend Council Document No . ;2 73 ,
Current Series , in the whole by deleting it in its entirety
. and substituting , in lieu thereof, the attached Ordinance .
APPROVED AS TO FORM :
ssis ant ty A1- orne
3
ORDINANCE NO. •
AN ORDINANCE AUTHORIZING AND APPROVING THE FORMATION OF
CITY OF OMAHA PARKING FACILITIES CORPORATION, A NONPROFIT
CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF
NEBRASKA(THE "CORPORATION"), FOR THE PURPOSE OF ASSISTING
THE CITY WITH THE ACQUISITION, CONSTRUCTION, FURNISHING
AND EQUIPPING OF PUBLIC PARKING FACILITIES WITHIN THE
GEOGRAPHICAL BOUNDARIES OF THE CITY OF OMAHA, NEBRASKA;
AUTHORIZING.AND APPROVING A LEASE-PURCHASE AGREEMENT
(THE "AGREEMENT") BETWEEN THE CORPORATION AND THE CITY
OF OMAHA, NEBRASKA (THE "CITY") TO PROVIDE FUNDS FOR THE
LEASE-PURCHASE OF TWO PUBLIC PARKING GARAGES AS
DESCRIBED THEREIN (THE "PROJECTS"), A COPY OF WHICH
AGREEMENT IS ATTACHED HERETO AS EXHIBIT A AND
INCORPORATED HEREIN BY THIS REFERENCE; AUTHORIZING AND
APPROVING A GROUND LEASE AGREEMENT(THE "LEASE")BETWEEN
THE CORPORATION AND THE CITY FOR THE LEASING OF THE
PROJECT SITES BY THE CITY TO THE CORPORATION, A COPY OF
WHICH LEASE, IS ATTACHED HERETO AS EXHIBIT B AND
INCORPORATED HEREIN BY THIS REFERENCE; APPROVING AN
INDENTURE OF TRUST (THE "INDENTURE") BY AND BETWEEN THE
CORPORATION AND FIRSTIER BANK, OMAHA, N.A. AS TRUSTEE, A
01/160503.3
T y
ORDINANCE NO.
Page 2
COPY OF WHICH INDENTURE IS ATTACHED HERETO AS EXHIBIT C
AND INCORPORATED HEREIN BY THIS REFERENCE; APPROVING THE
TERMS AND CONDITIONS OF THE CORPORATION'S LEASE REVENUE
BONDS (OMAHA-PARK FOUR AND OMAHA-PARK FIVE PROJECTS),
SERIES 1995 (THE "BONDS") AS SET FORTH IN THE INDENTURE AND
• THE ISSUANCE AND DELIVERY THEREOF; APPROVING THE FORM,
CONTENT AND DISTRIBUTION OF THE PRELIMINARY OFFICIAL
STATEMENT, A COPY OF WHICH PRELIMINARY OFFICIAL
STATEMENT IS ATTACHED HERETO AS EXHIBIT D AND
INCORPORATED HEREIN BY THIS REFERENCE AND INCORPORATED
HEREIN BY THIS REFERENCE; AUTHORIZING AND APPROVING THE
FORM AND CONTENT OF A LETTER AGREEMENT (THE "LETTER
AGREEMENT") CONSTITUTING AN UNDERTAKING BY THE CITY TO
PROVIDE ONGOING DISCLOSURE ABOUT THE CITY FOR THE BENEFIT
OF THE HOLDERS OF THE BONDS, A COPY OF WHICH LETTER
AGREEMENT IS ATTACHED HERETO AS EXHIBIT E AND
INCORPORATED HEREIN BY THIS REFERENCE; SATISFYING
APPLICABLE FEDERAL INCOME TAX LAW REQUIREMENTS AND
APPROVING THE EFFECTIVE DATE HEREOF.
01/160503.3
ORDINANCE NO.
Page 3
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
ARTICLE I
FINDINGS AND DETERMINATIONS
The Mayor and Council of the City of Omaha hereby find and determine:
(a) the City of Omaha, Nebraska (the "City") wishes to acquire, construct, equip and
furnish certain facilities to be used for public parking (the "Projects"); and,
(b) the City intends that certain parcels of real estate owned or-to be owned by the
City and located within the geographical boundaries of the City.of Omaha, Nebraska and to be
legally described in the hereinafter defined Lease (the "Project Sites"), constitute a part of and
be the location of the Projects; and,
(c) the City of Omaha Parking Facilities Corporation, a nonprofit corporation
organised under Nebraska law (the "Corporation") has been, established for the purpose of
assisting the City in the acquisition, construction, furnishing and equipping of public parking
facilities within the geographical boundaries of the City of Omaha, Nebraska; and,
(d) the Corporation is willing (i) to issue its lease revenue bonds in the aggregate
principal amount not to exceed $8,475,000 (the "Bonds") on behalf of the City, the proceeds of
which Bonds will be used, in part, to acquire, construct, furnish and equip the Projects and (ii)
to lease the Projects to the City; and,
01/160503.3
ORDINANCE NO.
Page 4
(e) the Corporation is willing to enter into an Indenture of Trust (the "Indenture")
with FirsTier Bank Omaha, N.A., as trustee (the "Trustee"), setting forth the maturity, interest
rate or rates and other terms and conditions of the Bonds; and,
(f) the City and the Corporation, pursuant to Section 5.17 of the Home Rule Charter
of the City of Omaha, 1956, as amended (the "Home Rule Charter"), contemplate entering into
a Ground Lease Agreement (the "Lease") whereby the Corporation will lease the Project Sites
from the City and a Lease Purchase Agreement (the "Agreement") whereby the City will lease
the Projects from the Corporation and pay as rental payments the amounts. necessary timely to
discharge the indebtedness created by the Corporation's issuance of the Bonds; and,
(g) under applicable Internal Revenue Service rulings, approval by the City Council
of the issuance of the Bonds by the Corporation is required in order that the interest on the
Bonds be excluded from gross income of the holders for the purpose of federal income taxation,
which exclusion will reduce the Corporation's interest costs and thereby reduce the rental
payments to be made by the City under the Agreement; and,
(h) the Corporation has requested Kirkpatrick Pettis Smith Polian, Inc., FirsTier
Bank, National Association, Smith Barney Inc./Chiles Heider Division and Dain Bosworth
Incorporated (collectively, the "Underwriters") to underwrite the Bonds; and,
(i) in order that the Underwriters may comply with Section (b)(5)(i)of Securities and
Exchange Commission Rule 15c2-12 (17 C.F.R., § 240.15c2-12) (the "Rule"), the City will
enter into the Letter Agreement (the "Letter Agreement") with the Trustee pursuant to which the
•
01/160503.3
ORDINANCE NO.
Page 5
City will agree to provide ongoing disclosure about the City for the benefit of the holders of the
Bonds; and,
(j) the City has determined that it is in its best interest that the Corporation issue the
Bonds and apply the proceeds thereof to the acquisition, construction, furnishing and equipping
• of the Projects and that it is necessary for the City to enter into the Agreement, the Lease and
the Letter Agreement, approve the Indenture, the Bond Purchase Agreement,,the form, content
and distribution of the Preliminary Official Statement (the "Preliminary Official Statement") in
connection with the marketing of the Bonds by the Underwriters, and satisfy certain
requirements of federal income tax law in order that the interest on the Bonds shall be excluded
from gross income of the holders for purposes of federal income taxation.
ARTICLE II
AUTHORIZATIONS AND APPROVALS
Section 1. The previous formation of the Corporation is hereby acknowledged, approved
and ratified by the City Council and the Corporation is authorized to do that which is necessary
and appropriate in order that the Corporation may issue the Bonds on behalf of the City for the
purpose of acquiring, constructing, furnishing and equipping the Projects.
Section 2. The Agreement is hereby authorized and approved in accordance with the
provisions of Section 5.17 of the Home Rule Charter and the Mayor of the City shall execute
the Agreement by and on behalf 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
01/160503.3
3.
ORDINANCE NO.
Page 6
Council and attached hereto as Exhibit A, subject to such changes, insertions and omissions and
fillings-in of blanks as shall have been approved by the City officials executing the same
pursuant to this Section.
Section 3. The Lease is hereby authorized and approved and the Mayor of the City shall
execute the Agreement by and on behalf 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 and attached hereto as Exhibit B, subject to such changes, insertions and omissions
and fillings-in of blanks as shall have been approved by the City officials executing the same
pursuant to this Section.
Section 4. The Indenture and the Preliminary Official Statement, in substantially the
respective forms presented to the City Council and attached hereto as Exhibits C and D,
respectively, are hereby authorized and approved.
Section 5. The distribution of the Preliminary Official Statement by the Underwriters
is hereby approved, and the Preliminary Official Statement is hereby deemed final as of its date
for the purposes of and with omissions permitted by Section (b)(1) of the Rule.
Section 6. The Letter Agreement is hereby authorized and approved and the Mayor of
the City shall execute the Letter Agreement by and on behalf 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 and attached hereto as Exhibit E, subject to such changes,
01/160503.3
ORDINANCE NO.
Page 7
insertions and omissions and fillings-in of blanks as shall have been approved by the City
officials executing the same pursuant to this Section.
Section 7. Payment by the City of the lease-rental amounts from time to time due under
and pursuant to the Agreement is hereby authorized and directed.
Section 8. The issuance and delivery by the Corporation of the Bonds in the aggregate
principal amount, bearing interest at the rates per annum and otherwise on the terms and
conditions set forth in the Indenture is hereby preliminarily approved, subject to final approval
of the terms of the Bonds, a bond purchase agreement, the final Official Statement and related
matters by subsequent resolution of this City Council.
Section 9. (a) The Mayor, City Clerk and Acting Finance Director (or any officer of
the City authorized to act in the capacity of Mayor, City Clerk or Acting 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 Ordinance, the Bonds, the
Agreement, the Lease, the Indenture and the Letter Agreement.
(b) 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 Ordinance.
Section 10. The City will accept delivery of full legal and unencumbered title to the
Projects at the end of the term of the Bonds.
01/160503.3
ORDINANCE NO.
Page 8
ARTICLE III
EFFECTIVE DATE
This Ordinance shall be in full force and effect on the date of its passage, this Ordinance
not being legislative in character and immediate effectiveness being within the provisions of
Section 2.12 of the Home Rule Charter.
INTRODUCED BY COUNCILMEMBER
APPROVED BY:
PASSED
MAYOR OF THE
CITY OF OMAHA DATE
ATTEST:
CITY CLERK OF THE CITY OF OMAHA
APPROVED AS TO FORM:
CITY ATT-ORNEY
01/160503.3
Cx /
•
CITY OF OMAHA PARKING FACILITIES CORPORATION,
as Lessor
to
CITY OF OMAHA, NEBRASKA,
as Lessee
LEASE-PURCHASE AGREEMENT
Dated as of September 1, 1995
01/160668.3 .4a
LEASE-PURCHASE AGREEMENT
TABLE OF CONTENTS
(This Table of Contents is not a part of the Lease-Purchase Agreement and is for
convenience of reference.)
Page
RECITALS 1
Section 1. Term of Lease 1
Section 2. Rental Payments 1
Section 3. Place of Payment and Assignment of Rentals 3
Section 4. Repairs and Maintenance 4
Section 5. Insurance, Damage or Destruction 4
Section 6. Condemnation 5
Section 7. Indemnification of Corporation 6
Section 8. Corporation's Right of Inspection 6
Section 9. Alterations, Additions and Improvements 6
Section 10. Use of Premises 7
Section 11. Subletting 7
Section 12. No Right of Surrender 7
Section. 13. Acquisition of the Projects 7
Section 14. Termination of Leasehold 9
Section 15. Default 10
Section 16. Donations to City 10
Section 17. Financing 10
01/160668.3
e r
Section 18. Amendment of This Agreement 11
Section 19. Refund of Sales Tax 11
Section 20. Discrimination 11
Section 21. Authority of Parties 11
Section 22. Compliance With Laws 11
Section 23. Notices 12
Section 24. Waiver 12
Section 25. No Merger 12
Section 26. Benefit 12
Section 27. Section Captions 12
TESTIMONIUM, SIGNATURES, AND SEALS 12
Exhibit A—Schedule of Basic Rent Payable by the City of Omaha, Nebraska
Appendix A—Leasehold Property Descriptions
01/160668.3 11
LEASE-PURCHASE AGREEMENT
THIS LEASE-PURCHASE AGREEMENT is made and entered into as of this 1st day
of September, 1995 by and between CITY OF OMAHA PARKING FACILITIES
CORPORATION, a Nebraska nonprofit corporation •("Corporation"), and the CITY OF
OMAHA, NEBRASKA, a municipal corporation ("City").
RECITALS:
Corporation hereby leases to City the property described at Appendix A hereto, together
with all improvements of every kind and description, including such buildings, structures,
fixtures, equipment and personal property thereon and any property of every kind, whether real
or personal, as may, during the term hereof, be situated thereon (the "Projects").
Section 1. .Term of Lease. The term of this Lease-Purchase Agreement (this
"Agreement") shall be 20 years and 14 days beginning as of the date hereof and ending on
September 15, 2015 unless sooner terminated as hereinafter provided.
Section 2. Rental Payments.
(a) Basic Rent. City shall pay to Corporation cash Basic Rent in the amounts
and on or before the dates shown on Exhibit A which is attached hereto and made a part
hereof by this reference. It is the intention of Corporation and City that the Basic Rent
herein specified shall be net to Corporation in each year during the term of this
Agreement, that all costs, expenses and obligations of every kind (except as otherwise
specifically provided in this Agreement) which may arise or become due with respect to
the Projects during the term of this Agreement shall be paid by City and that Corporation
shall be indemnified by City against all such costs, expenses and obligations. In addition
01/160668.3
l i ,
to Basic Rent, City agrees to pay as Additional Rent the items set forth below under (b).
If any Basic or Additional Rent (collectively, the "Rental Payments") is not paid when
due, such rent shall draw interest at the rate of 10% per annum from the due date until
paid.
(b) Additional Rent. City acknowledges:
(i) that under present law, no part of the Projects will be subject to
taxation by the State of Nebraska or any political or taxing subdivision thereof;
that Corporation has relied on this factor, among others, in making this
Agreement but that, if the Projects should be subject to taxation, City shall pay
such taxes so that the Basic Rent will be net to Corporation;
(ii) that to raise the funds to pay for the Projects as 'provided in
Section 13 hereof, Corporation will issue its lease revenue bonds in the aggregate
principal amount of$8,475,000 (the "Bonds"), payable from the Basic Rent; that
FirsTier Bank Omaha, N.A., as trustee ("Trustee"), will serve under the
Indenture of Trust dated as of September 1, 1995. between Trustee and
Corporation (the "Indenture") under which the Bonds shall be issued; and that
there will be fees and expenses due to Trustee which shall be payable by City;
and
(iii) that there will be utility, operation, maintenance and other charges
incurred in the use of the Projects which shall be paid by City.
Accordingly, City agrees to pay, as Additional Rent, the following: .
01/160668.3 2
(A) all taxes and assessments, general and special, levied or assessed
with respect to the Projects, or any part thereof, during the term hereof, including
any taxes due on the commencement of the term hereof, and all water and sewer
charges, assessments and other governmental charges and impositions whatsoever,
foreseen and unforeseen, and all other utility, operation and maintenance charges
incurred in the operation, maintenance and use of the Projects, with Corporation
promptly forwarding to City any notice, bill or other advice received by
Corporation regarding any such taxes, assessments or charges(provided that any
failure by Corporation so to forward any such notice, bill or other advice shall
not release City from its obligation to pay hereunder);
(B) the fees and expenses of Trustee under the Indenture governing the
issuance of the Bonds, with City paying such fees and expenses as statements are
rendered by Trustee to City; and
(C) the expenses in connection with any audit or examination of
Corporation's records requested by City.
Section 3. Place of Payment and Assignment of Rentals. All Basic Rent shall be paid
directly to Trustee for the benefit of the owners of the Bonds issued by Corporation. Trustee
is the assignee of all of Corporation's rights to collect Basic Rent due hereunder, and, as such
assignee, Trustee may enforce Corporation's rights hereunder to collect and receive Basic Rent.
City shall have the right at its option, exercisable at any time, to prepay the Basic Rent
without prepayment penalty or premium and thereby to terminate this Agreement at any time
while not in default of this Agreement upon 30 days' prior written notice to Corporation and the
01/160668.3 3
1 1
byCityto Corporation (or to Trustee while any of the Bonds are outstanding) of an
payment rP
amount sufficient to pay the principal of all then outstanding Bonds, plus any redemption
premium due on such Bonds on their first permitted redemption date, plus interest to accrue on
such Bonds to such redemption date. In such event, City shall continue to pay Trustee's fees
and the Additional.Rent items as specified in Section 2(b) hereof until all Bonds are fully paid.
Section 4. Repairs and Maintenance. Throughout the term of this Agreement, City
shall, at its own expense (but insurance proceeds may be used), put and maintain the Projects
in good and safe condition and will make or cause to be made all necessary repairs thereto, both
interior and exterior, structural and nonstructural, ordinary and extraordinary, however the
necessity or desirability for repairs may occur, and whether or not necessitated by fire, flood
or other casualty, wear, tear, obsolescence or defects, latent or otherwise. When used in this
Section, the term "repairs" shall include all necessary replacements, renewals, alterations and
betterments. All repairs made by City shall be at least equal in quality and class to the original
work. City shall also, at its own expense, put and maintain in good and safe order, and free
from dirt, snow, ice, rubbish and other obstructions or encumbrances, the public sidewalks,
gutters and curbs within and adjacent to the Projects.
Section 5. Insurance, Damage or Destruction. (a) City shall obtain and keep in force
during the term of this Agreement fire and extended coverage insurance with respect to the
Projects in an amount at least equal to the full insurable value of the Projects. The term "full
insurable value," as used herein, shall mean the actual replacement value or, at the option of
City, any lesser amount which is equal to or greater than the amount of all of the Bonds then
outstanding. Such insurance shall name City, Corporation and Trustee as insureds as their
01/160668.3 4 '
interest may appear. So long as City is not in default hereunder, any loss shall be adjusted by
and paid to City. City shall maintain possession of the policies or certificates evidencing such
insurance.
(b) Notwithstanding the foregoing, if City shall insure properties similar to the
Projects by self insurance, City may, at its option, insure the Projects, in whole or in part, by
means of an adequate self-insurance fund set aside and maintained out of its revenues.
(c) No damage to or destruction of any part of the Projects, whether by fire or any
other casualty, shall entitle City to terminate this Agreement'or to fail to comply with any of its
provisions or in any way suspend, abate or reduce the Rental Payments then due or thereafter
becoming due under the terms of this Agreement as set forth in Section 2 hereof, unless City
shall elect not to replace or restore the Projects and shall provide to Trustee funds sufficient to
redeem a portion of the Bonds then outstanding in an amount equal to the ratio of the dollar
amount of damage to or destruction of the Projects to the principal amount of the Bonds then
outstanding in accordance with the Indenture.
(d) City shall deliver to the Trustee as named insured at or prior to the issuance of
the Bonds a mortgagee's title insurance insurance policy in the amount of $8,475,000 insuring
that the City has fee simple title to the sites of the Projects.
Section 6. Condemnation. If at any time during the term of this Agreement the whole
or any part of the Projects, including the leasehold interest of the Corporation therein, shall be
taken as a result of the exercise of the power of eminent domain or by private purchase in lieu
thereof, such taking shall in no way affect the liability of City to pay the Rental Payments
provided in Section 2 hereof and to perform all of the other obligations of City hereunder, and
01/160668.3 5
•
City shall, at its own expense, comply with all of the requirements in connection with such
taking. Proceeds of any such condemnation shall be paid to Corporation and applied on the last
unpaid Basic Rent installment for the Projects, unless City shall elect to have a portion of the
Bonds redeemed in an amount equal to the ratio of the dollar amount of the condemnation award
to the principal amount of the Bonds then outstanding, as provided by the Indenture.
Section 7. Indemnification of Corporation. City shall indemnify Corporation and any
of its officers, directors, agents or employees (collectively, the "Indemnified Parties") against
all liabilities, penalties, damages and expenses which may be imposed upon, incurred by or
asserted against the Indemnified Parties as a result of (a) City's performance of, or the failure
of City to perform, any obligation to be performed by City hereunder; (b) any use or condition
of the Projects or any part thereof or any public street, alley, sidewalk, curb, passageway or
space within or adjacent thereto; (c) any personal injury, including death resulting therefrom,
or property damage occurring on or about the Projects or any adjacent street, alley, sidewalk,
curb, passageway or space; (d) the failure of City to comply with any requirement of any
governmental authority; and (e) any construction lien or security agreement filed against the
Projects or any part thereof.
Section 8. Corporation's Right of Inspection. Corporation, its agents and
representatives shall have the right to enter upon the Projects at any reasonable time for the
purpose of inspection.
Section 9. Alterations, Additions and Improvements. City shall have the right to make
any alterations, additions or improvements to the Projects, provided that any such alteration,
addition or improvement shall not cause a diminution of the value of the Projects. Any
01/160668.3 6
alterations, additions or improvements to the Projects shall become a part of the Projects and
be covered by this Agreement. In no event shall Corporation be obligated or required to make
any alterations, additions or improvements except as provided in Section 13 hereof.
Section 10. Use of Premises. The Projects shall be used by City as public parking
facilities and other such uses as City shall deem appropriate from time to time; provided,
however, that any other use of the Projects shall not impair City's use of the Projects as public
parking facilities or the exclusion of interest on the Bonds from the gross income of the holders
thereof for federal income tax purposes.
Section 11. Subletting. City may sublet any part of the Projects for any public parking
uses for a period not extending beyond the term of this Agreement; provided, however, that such
subletting may not impair City's use of the Projects or the exclusion of interest on the Bonds
from the gross income of the holders thereof for federal income taxation purposes. Such
subletting shall not affect the obligation of City to pay the Rental Payments required under
Section 2 of this Agreement.
Section 12. No Right of Surrender. City shall have no right or privilege to surrender
ct toCorporation, and City's abandonment of the or City's failure or inability
Projects rp y Projectsry
to use the Projects at any time shall not relieve City of its obligation to pay the Rental Payments
required under Section 2 of this Agreement.
Section 13. Acquisition of the Projects. Corporation agrees that it will acquire and
construct, or cause the acquisition and construction of, the Projects, including the acquisition of
such improvements and related fixtures, equipment and personal property as are necessary for
the Projects to constitute public parking facilities suitable for City's use. The acquisition,
01/160668.3 7
construction, furnishing and equipping of the Projects shall be made in accord with plans and
specifications prepared by such Project architects and engineers with such changes as may be
made with the approval of City. Corporation shall have no responsibility for the sufficiency of
the Projects or any part thereof. Corporation agrees to contribute toward the cost of acquisition,
construction, furnishing and equipping of the Projects such proceeds of the sale of the Bonds as
remain after the payment of expenses of issuing the Bonds. Promptly after execution of this
Agreement, Corporation will deposit the net proceeds of the sale of the Bonds with Trustee to
be disbursed in payment of costs of acquiring, constructing, furnishing and equipping the
Projects.
A leasehold interest in and to the Projects, including any and all buildings, improvements
and other property (but not including the Project sites in which Corporation has a leasehold
interest pursuant to the Ground Lease Agreement (the "Lease") dated as of September 1, 1995
between City and Corporation), shall vest in Corporation as such property becomes a part of the
Projects, and Corporation shall continue to have such interest therein until City has satisfied all
of its obligations to Corporation under this Agreement and the Projects are conveyed to City.
Upon completion of the acquisition and construction of the Projects, City shall furnish
to Corporation a complete description of all property, both real and personal, covered by this
Agreement. City hereby confirms Corporation's ownership interest in such property, regardless
of whether such property may be initially purchased by Corporation.
Corporation shall have no responsibility to pay any costs of acquiring and constructing
the Projects in excess of the net proceeds of the sale of the Bonds and other moneys provided
by City to Corporation in respect of the Projects.
0 01/160668.3 8
1
City agrees that no delay, failure or insufficiency, for any reason whatsoever (including,
in particular, but without limitation, an insufficiency in the amount of Bond proceeds to pay the
cost of the Projects), in the acquisition, construction or operation of the Projects or any part
thereof, shall entitle City to terminate this Agreement or operate in any way to suspend, abate
or reduce the Rental Payments due or to become due under the terms of Section 2 of this
Agreement.
Corporation agrees that any and all amounts received by it from any contractor, supplier
or other person (or any surety under any bond) by reason of breach of contract, failure of
performance, refunds or other adjustments shall be applied toward the costs of the acquisition,
construction or repair of the Projects.
Corporation agrees to cooperate with City if City should request that Corporation issue
its additional or completion bonds and apply the proceeds thereof to additions to or the
completion of the Projects provided that City shall first agree to pay a sufficient additional
amount of Rental Payments to provide for the timely payment of such additional or completion
bonds and related costs and expenses.
Section 14. Termination of Leasehold. Upon City's having paid all of the Rental
Payments and moneys due Corporation hereunder and the termination of this Agreement,
Corporation's leasehold interest in the Projects pursuant to the Lease shall terminate, and City
shall have title to the Projects free and clear of such leasehold interest.
Corporation further covenants and agrees that, after termination of this Agreement,
Corporation will donate to City any Bond proceeds or other moneys provided to Corporation by
01/160668.3 9
City in respect of the Projects and remaining with Corporation after paying all of its debts and
obligations in respect of the Projects.
Section 15. Default. In the event City defaults in the performance of any of its
obligations under this Agreement and such default continues for a period of 30 days after written
notice thereof has been given by Corporation to City and Trustee, Corporation may declare this
Agreement terminated, and City shall thereupon surrender possession of the Projects to
Corporation or to the Trustee pursuant to Section 9.03 of the Indenture; provided, however, no
such termination or surrender shall operate to relieve City of its obligation to Corporation to pay
the Rental Payments due hereunder pursuant to Section 2 hereof, including, but not limited to,
the Basic Rent on the dates and in the amounts shown in Exhibit A. Such remedy shall not be
an exclusive remedy.
Section 16. Donations to City. City may receive and accept donations from any person,
firm, corporation or governmental body to assist in the acquisition, construction, furnishing and
equipping of the Projects. Any such donations so received by City (where the use is not
otherwise specified by the donor) shall be held in trust and used only to satisfy City's obligations
under this Agreement and to pay costs of acquiring the Projects.
Section 17. Financing. City consents to and approves of the issuance by Corporation
of the Bonds in the aggregate principal amount of $8,475,000, dated September 15, 1995, on
the terms and conditions specified in the Indenture. City has undertaken to provide ongoing
disclosure for the benefit of Bondholders pursuant to 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.,
01/160668.3 10
§ 240.15c2-12), in that certain Letter Agreement dated September 27, 1995 between the City
and the Trustee.
Section 18. Amendment of This Agreement. City and Corporation agree that, this
Agreement being collateral for the Bonds, no amendment hereto shall be made without the
consent of Trustee.
Section 19. Refund of Sales Tax. Corporation acknowledges that any refund or rebate
of sales or use taxes which it may receive will be attributable to the sales and use tax exemption
of City, and, therefore, Corporation agrees to pay to City any refund or rebate of sales or use
taxes attributable to the acquisition of the Projects. Corporation agrees to take such action, but
at City's expense, as City may request to obtain any such refund or rebate of sales or use taxes.
City agrees that any refund or rebate of sales or use taxes which it receives, including amounts
remitted by Corporation pursuant to this Section 19, will be used to pay costs of acquiring the
Project.
Section 20. Discrimination. The contractor shall not, in performance of this contract,
discriminate or permit discrimination in violation of federal or state or local ordinances because
of race, color, sex, age, political or religious opinions, affiliations or national origin.
Section 21. Authority of Parties. Each of the parties to this Agreement represents that
it has full power and authority to execute, perform and carry out the terms of this Agreement.
Execution of this Agreement has been authorized and directed by appropriate resolutions of the
Board of Directors of Corporation and an ordinance of the City Council of City.
Section 22. Compliance With Laws. Corporation shall comply with all applicable laws,
ordinances, rules and regulations in connection with the acquisition of the Projects.
01/160668.3 11 0
Section 23. Notices. Any notices required or permitted under this Agreement shall be
in writing and shall be sent by certified or registered mail, postage prepaid, return receipt
requested, addressed to Corporation at City of Omaha Planning Department, 1819 Farnam
Street, Suite 1100, Omaha, Nebraska 68183 and to City at Omaha-Douglas Civic Center, 1819
Farnam Street, Omaha, Nebraska 68183 or to such other address as a party shall designate. Any
notice shall be deemed to have been given at the time it is duly deposited in any United States
Post Office.
Section 24. Waiver. Any waiver at any time by a party to this Agreement of its rights
with respect to a default under this Agreement or with respect to any other matter arising out
of or in connection therewith shall not be deemed a waiver with respect to any subsequent
default or matter.
Section 25. No Merger. Neither this Agreement, the Lease nor any provisions hereof
or thereof shall be construed to effect a merger of the title of City to the Project sites and City's
leasehold interest herein.
Section 26. Benefit. This Agreement shall be binding upon and shall inure to the benefit
of the parties and their successors or assigns.
Section 27. Section Captions. The section captions contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.
01/160668.3 12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the day and year first above written.
[SEAL] CITY OF OMAHA PARKING FACILITIES
CORPORATION
ATTEST:
By
President
Secretary
[SEAL] CITY OF OMAHA, NEBRASKA
ATTEST:
By
Mayor
City Clerk
APPROVED AS TO FORM:
Assistant Ci ttorne
01/160668.3 13
1
STATE OF NEBRASKA )
) ss.
COUNTY OF DOUGLAS )
The foregoing,instrument was acknowledged before me this day of September, 1995
by GREGORY A. PETERSON, President, and LARRY LAHAIE, Secretary, of CITY OF
OMAHA PARKING FACILITIES CORPORATION, on behalf of Corporation.
Notary Public
(SEAL)
STATE OF NEBRASKA )
) ss.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this day of September, 1995
by HAL DAUB, Mayor of the City of Omaha, Nebraska, and by MARY GALLIGAN
CORNETT, City Clerk, of the CITY OF OMAHA, NEBRASKA, on behalf of City.
Notary Public
(SEAL)
01/160668.3 14
' EXHIBIT A
SCHEDULE OF BASIC RENT
PAYABLE BY THE CITY OF OMAHA, NEBRASKA
Date Principal Interest Total
03/15/96 $ 0 $224,461.25 $224,461.25
09/15/96 _ 265,000 224,461.25 489,461.25
03/15/97 • 0 219,426.25 219,426.25
09/15/97 275,000 219,426.25 494,426.25
03/15/98 0 213,857.50 213,857.50
09/15/98 285,000 213,857.50 498,857.50
03/15/99' 0 207,872.50 207,872.50
09/15/99 295,000 207,872.50 502,872.50
03/15/00 0 201,456.25 201,456.25
09/15/00 310,000 201,456.25 511,456.25
03/15/01 0 194,558.75 194,558.75
09/15/01 320,000 194,558.75 514,558.75
03/15/02 0 187,198.75 187,198.75
09/15/02 335,000 187,198.75 522,198.75
03/15/03 0 179,242.50 179,242.50
09/15/03 355,000 179,242.50 534,242.50
03/15/04 0 170,633.75 170,633.75
09/15/04 370,000 170,633.75 540,633.75
03/15/05 0 161,476.25 161,476.25
09/15/05 390,000 161,476.25 551,476.25
03/15/06 0 151,628.75 151,628.75
09/15/06 410,000 151,628.75 561,628.75
03/15/07 0 140,968.75 140,968.75
09/15/07 430,000 140,968.75 570,968.75
03/15/08 0 129,466.25 129,466.25
09/15/08 450,000 129,466.25 579,466.25
03/15/09 0 117,091.25 117,091.25
09/15/09 475,000 . 117,091.25 592,091.25
03/15/10 0 103,791.25 103,791.25
09/15/10 505,000 103,791.25 608,791.25
03/15/11 0 89,398.75 89,398.75
09/15/11 535,000 89,398.75 624,398.75
03/15/12 0 73,482.50 73,482.50
09/15/12 565,000 73,482.50 638,482.50
03/15/13 0 56,673.75 56,673.75
09/15/13 600,000 56,673.75 656,673.75
03/15/14 0 38,823.75 38,823.75
01/160668.3 0
09/15/14 635,000 38,823.75 673,823.75
03/15/15 0 19,932.50 19,932.50
09/15/15 670,000 19,932.50 689,932.50
01/160668.3 A-2
APPENDIX A
LEASEHOLD PROPERTY DESCRIPTION
Omaha-Park Four Project
Lots 1 through 8 and the vacated alley in Block 176, original City of Omaha, Douglas
County, Nebraska.
Omaha-Park Five Project
Lots 3, 4, 5, and 6 and the adjoining vacated alley in Block 79, original City of Omaha,
Douglas County, Nebraska.
}
01/160668.3
CITY OF OMAHA, NEBRASKA,
as Lessor
to
CITY OF OMAHA PARKING FACILITIES CORPORATION,
as Lessee
GROUND LEASE AGREEMENT •
Dated as of September 1, 1995
01/161018.3
GROUND LEASE AGREEMENT
THIS GROUND LEASE AGREEMENT is made and entered into as of the 1st day of
September, 1995 by and between the CITY OF OMAHA, NEBRASKA, a municipal corporation
("City"), as lessor, and CITY OF OMAHA PARKING FACILITIES CORPORATION, a
Nebraska nonprofit corporation ("Corporation"), as lessee.
RECITALS:
City, in consideration of the covenants of Corporation hereinafter set forth, does by these
presents lease to Corporation two parcels of ground, both located in the City of Omaha,
Nebraska, more specifically described at Appendix A hereto.
TO HAVE AND TO HOLD the same unto Corporation from, on and after the date
hereof to and including the earlier of(i) September 15, 2015 and (ii) the termination date of that
Lease-Purchase Agreement dated as of September 1, 1995 by and between Corporation, as
lessor, and City, as lessee, and City warrants to Corporation the peaceful and quiet enjoyment
of the premises hereby leased for and during the term hereof.
Corporation, in consideration of the leasing of the premises as above set forth, has agreed
with City to pay City as rent for the use of the same the sum of Ten Dollars ($10.00) per year,
which rent has been paid by Corporation for the entire term, the receipt and sufficiency of which
are hereby acknowledged by City.
Corporation further covenants with City that at the expiration of the term of this Lease
Agreement, peaceable possession of said premises, together with any buildings or improvements
now or hereafter situated thereupon during the lease term, shall be given to City.
It is further covenanted and agreed between the parties hereto that the leased premises
shall be used only in_connection with the provision of public parking facilities and functions
incidental thereto. '
The covenants herein shall extend to and be binding upon the successors and assigns of
the parties to this Lease Agreement.
01/161018.3
IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be
executed by their duly authorized officers as of the day and year first written above.
[SEAL] CITY OF OMAHA, NEBRASKA
ATTEST:
By
Mayor
By
City Clerk
[SEAL] CITY OF OMAHA PARKING FACILITIES
CORPORATION
ATTEST:
By
By President
Secretary
APPROVED AS TO FORM:
By
Agistant oun ttorne
01/161018.3 2
STATE OF NEBRASKA 1 )
) SS.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this day of September, 1995
by HAL DAUB, Mayor of the City of Omaha, Nebraska, and by MARY GALLIGAN
CORNETT, City Clerk, of the CITY OF OMAHA, NEBRASKA, on behalf of City.
[SEAL]
Notary Public
My commission expires:
STATE OF NEBRASKA )
SS.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me this day of September, 1995,
by GREGORY A. PETERSON, President, and LARRY LAHAIE, Secretary, of CITY OF
OMAHA PARKING FACILITIES CORPORATION, on behalf of Corporation.
[SEAL]
Notary Public
My commission expires: •
•
01/161018.3 3
APPENDIX A
Legal Description of Omaha-Park Four Project
Lots 1 through 8 and the vacated alley in Block 176, original City of Omaha, Douglas
County, Nebraska.
Legal Description of Omaha-Park Five Project
Lots 3, 4, 5, and 6 and the adjoining vacated alley in Block 79, original City of Omaha,
Douglas County, Nebraska.
01/161018.30
C
DRAFT
KUTAK ROCK
09/08/95
CITY OF OMAHA PARKING FACILITIES CORPORATION
to
FIRSTIER BANK OMAHA, N.A.
as Trustee
INDENTURE OF TRUST
•
Dated as of September 1, 1995
01/160667.4
TABLE OF CONTENTS
(This Table of Contents is not part of the Indenture of Trust and is only for convenience
of reference.)
Page
PARTIES 1
RECITALS 1
ARTICLE I
DEFINITIONS 3
ARTICLE II
ISSUANCE AND EXECUTION OF BONDS
Section 2.01. Issuance of Bonds 5
Section 2.02. Terms, Medium and Place of Payment . 5
Section 2.03. Execution 6
Section 2.04. Form of Bonds 6
Section 2.05. Certificate of Authentication 6
Section 2.06. Authorization and Delivery 6
Section 2.07. Mutilated, Lost, Stolen or Destroyed Bonds 6
Section 2.08. Registration and Transfer of Bonds 7
Section 2.09. Additional Bonds 7
• Section 2.10. Refunding Bonds 8
Section 2.11. . Temporary Bonds 9
Section 2.12. Book-Entry-Only Bonds 9
ARTICLE III
REDEMPTION OF BONDS BEFORE MATURITY
Section 3.01. Bonds Redeemable 11
Section 3.02. Optional Redemption 11
Section 3.03. Sinking Fund Redemption • 11
Section 3.04. Extraordinary Optional Redemption 12
Section 3.05. Notice of Redemption 12
Section 3.06. Cancellation of Bonds 13
01/160667.4
ARTICLE IV
GENERAL COVENANTS
Section 4.01. Payment of Bonds 13
Section 4.02. Books and Records; Annual Accounting 13
Section 4.03. Trustee Enforcement of Agreement 13
Section 4.04. Reserved 13
Section 4.05. Parity Bonds 14
Section 4.06. Corporate Existence 14
Section 4.07. Arbitrage and Tax Covenants 14
ARTICLE V
BOND FUND
Section 5.01. Bonds Secured by Basic Rent Payments 15
Section 5.02. Creation of Bond Fund 15
Section 5.03. Deposits to Bond Fund 15
Section 5.04. Use of Moneys in Bond Fund 15
Section 5.05. Custody of Bond Fund; Withdrawals 15
Section 5.06. Unclaimed Moneys 15
Section 5.07. Additional Rent 16
ARTICLE VI
ACQUISITION FUND
Section 6.01. Creation of Acquisition Fund 16
Section 6.02. Use of Moneys in Acquisition Fund 16
Section 6.03. Requisitions 16
ARTICLE VU
INVESTMENTS 16
ARTICLE VIII
DISCHARGE OF URN AND DEFEASANCE 17
01/160667.4 ll
ARTICLE IX
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND BONDHOLDERS
Section 9.01. Events of Default 19
Section 9.02. Acceleration 19
Section 9.03. Other Remedies 20
Section 9.04. Limitation on Bondholders' Right To Institute Proceedings 20
Section 9.05. Possession of Bonds Not Required for Enforcement 20
Section 9.06. Waiver 20
Section 9.07. Application of Moneys 20
Section 9.08. Restoration to Former Position_ 22
Section 9.09. Bondholders' Right To Direct Proceedings 22
ARTICLE X
THE TRUSTEE •
Section 10.01. Acceptance of Trusts 22
Section 10.02. Limitations on Liability 23
Section 10.03. Dealings in Bonds 23
Section 10.04. Compensation 23
ARTICLE XI
AMENDMENT OF INDENTURE
Section 11.01. Supplemental Indentures Not Requiring Consent of Bondholders 23
Section 11.02. Supplemental Indentures Requiring Consent of Bondholders 24
Section 11.03. Consent of Trustee Required 25
ARTICLE XII
AMENDMENT OF THE LEASE AGREEMENT
Section 12.01. Amendment of Agreement Not Requiring Consent of Bondholders 25
Section 12.02. Amendment of Agreement Requiring Consent of Bondholders 25
Section 12.03. Consent of Trustee Required 25
01/160667.4 iil
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Execution of Instruments; Proof of Ownership 25
Section 13.02. Counterparts 26
Section 13.03. No Personal Liability of Corporation Officials; Limited Liability of
Corporation to Bondholders 26
Section 13.04. Severability 26
EXHIBIT A—Form of Bond
EXHIIBIT B—Form of Requisition
EXHIBIT C—Form of Blanket Issuer Letter of Representations
•
01/160667.4 iv
INDENTURE OF TRUST
THIS INDENTURE OF TRUST is made and entered into as of the 1st day of September,
1995 by and between CITY OF OMAHA PARKING FACILITIES CORPORATION, a
Nebraska nonprofit corporation ("Corporation"), and FIRSTIER BANK OMAHA, N.A., a
national banking association organized under the laws of the United States of America, with a
corporate trust office in the City of'Omaha, Nebraska, as trustee ("Trustee").
RECITALS:
WHEREAS, Corporation, as lessor, has entered into a Lease-Purchase Agreement dated
as of September 1, 1995 (the "Agreement") with the City of Omaha, Nebraska ("City"), as
lessee, under which Corporation has leased to City certain real and personal property situated
in Omaha, Nebraska, the realty being described at Appendix A to the Agreement, which realty,
together with the improvements, fixtures, equipment and such personal property as may be
situated thereon, is herein referred to as the "Projects"; and
WHEREAS, in order to obtain a portion of the funds for the acquisition, construction,
furnishing and equipping of the Projects, it is necessary for Corporation to issue its Bonds in the
aggregate principal amount of Eight Million Four Hundred Seventy-Five Thousand and 00/100
Dollars ($8,475,000) (the "Bonds"); the Bonds are secured by a pledge of the Basic Rent (as
hereinafter defined) to become due under the Agreement, and Trustee has agreed to act as
Trustee under this Indenture of Trust (this "Indenture") for the benefit of the owners of the
Bonds issued as hereinafter provided;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:
WITNESSETH:
Corporation, in consideration of the premises, the acceptance by Trustee of the trusts
hereby created, the purchase and acceptance of the Bonds by the original purchasers thereof,
receipt of the sum of One Dollar ($1.00) lawful money of the United States of America to it
duly paid by Trustee at or before the execution and delivery of these presents, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
in order to secure the payment of the principal of and interest on the Bonds issued as herein
provided according to their tenor and effect, and the performance and observance by Corporation
of all the covenants expressed or implied herein and in the Bonds, does hereby grant, bargain,
sell, convey and pledge unto Trustee, and its successors in trust, and to them and their assigns
forever, for the securing of the performance of the obligations of Corporation hereinafter set
forth, the following:
1. All revenues and income derived by Corporation from the Projects,
including, without limitation, all Rental Payments received by Corporation from City
01/160667.4
under the Agreement, such payments to be made by City directly to Trustee and
deposited by Trustee in an account of Corporation designated "Bond Fund."
2. Any and all other property of every name and nature from time to time
hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned
or transferred, as and for additional security hereunder by Corporation or by anyone in
its behalf (or with its written consent) to Trustee, which is hereby authorized to receive
any and all such property at any time and to hold and apply the same, subject to the
terms hereof.
TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby
conveyed and assigned, or agreed or intended so to be, to Trustee and its respective successors
in trust and to them and their assigns forever:
IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth for the equal
and proportionate benefit, security and protection of all owners of Bonds issued under and
secured by this Indenture, without privilege, priority or distinction as to the lien or otherwise
of any of the Bonds or interest thereon over any of the other said Bonds or interest thereon.
PROVIDED, HOWEVER, that if Corporation, its successors or assigns shall well and
truly pay, or cause to be paid, the principal of and interest on the Bonds due or to become due
thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and
meaning thereof, and shall make the payments to the Bond Fund as required under Article V
hereof, or shall provide as permitted hereby, for the payment thereof by depositing with Trustee
the entire amount due or to become due thereon, and shall well and truly keep, perform and
observe all the covenants and conditions pursuant to the terms of this Indenture to be kept,
performed and observed by it, and shall pay or cause to be paid to Trustee all sums of money
• due or to become due to it in accordance with the terms and provisions hereof, then upon such
final payments this Indenture and the rights hereby granted shall cease, determine and be void,
otherwise this Indenture to be and remain in full force and effect.
-- THIS TRUST INDENTURE FURTHER WITNESSETH: that all Bonds issued and
secured hereunder or to be issued, authenticated and delivered, and all the revenues, income and
other property hereby pledged, including the Rental Payments due under the Agreement, are to
be dealt with and disposed of under, upon and subject to the terms, conditions, trusts, uses and
purposes hereinafter expressed, and Corporation has agreed and covenanted and does hereby
agree and covenant with Trustee and with the respective owners, from time to time, of the
Bonds, as follows.
01/160667.4 2 0
ARTICLE I
DEFINITIONS
In addition to the words and terms elsewhere defined in this Indenture, the following
words and terms as used in this Indenture shall have the following meanings, unless the context
or use indicates another or different meaning or intent.
"Acquisition Fund" means the Fund created by Article VI of this Indenture, into which
the net proceeds of the sale of the Bonds shall be deposited and out of which disbursements are
to be made in the manner and for the purpose specified in Article VI of this Indenture.
"Additional Rent" means the amounts City is required by the Agreement to pay with
respect to the Projects, in addition to the Basic Rent.
•
"Agreement" means the Lease-Purchase Agreement dated as of September 1, 1995 by and
between Corporation and City, together with any amendments thereto.
"Basic Rent" means the amounts City is required by the Agreement to pay to Corporation
as rent for the Projects.
"Bond" or "Bonds" means any bond or bonds issued pursuant to, in accordance with, and
secured by this Indenture.
"Bond Fund" means the Fund created by Article V of this Indenture into which the funds
specified in Article V are to be deposited.
"Bondholder(s)" means the owner of any Bond.
"Bonds" means the$8,475,000 of Corporation's Lease Revenue Bonds(Omaha-Park Four
and Omaha-Park Five Projects), Series 1995.
"Bonds of Other Series" means bonds issued hereunder other than the Bonds.
"Bond Year" means the period of time beginning on September 15 of a given year and
ending on September 14 of the immediately subsequent year (or the maturity date of the Bonds,
whichever is earlier).
"City" means the City of Omaha, Nebraska.
"Code" means the Internal Revenue Code of 1986, as amended, including the United
States Treasury Regulations proposed or in effect with respect thereto and applicable to the
Bonds or the use of the proceeds thereof. •
01/160667.4 3 .e i
L-
"Corporation" means City of Omaha Parking Facilities Corporation, a Nebraska nonprofit
corporation.
"Indenture" means this Indenture of Trust, together with any'supplements hereto.
"Letter of Instructions" means the letter of nationally recognized bond counsel describing
the application of the rebate provisions of the Code.
"Outstanding" or "Bonds outstanding hereunder" means all Bonds which have been
authenticated, issued and delivered under this Indenture except:
(a) bonds cancelled because of payment;
(b) bonds for the payment or redemption of which cash funds or United States
Government Obligations as provided in Article VIII shall have been theretofore deposited
with Trustee, whether upon or prior to the maturity or redemption date of any of said
Bonds; and
(c) bonds in lieu of which others have been authenticated as provided under
Article II hereof.
"Person" includes natural persons, firms, associations, corporations and public bodies.
"Projects" means the real and personal property described on the first page hereof and
Exhibit A to the Agreement and the Lease and all property now or hereafter constructed or
placed thereon.
"Record Date" means the first day of any month containing an interest payment date,
namely March 1 and September 1.
"Rental Payments" means, collectively, the Basic Rent and the Additional Rent.
"Trustee" or "Paying Agent" means FirsTier Bank Omaha, N.A., and its corporate
successor or successors in trust under this Indenture.
"United States Government Obligations" means direct general obligations of, or
obligations the payment of the principal and interest of which are unconditionally guaranteed by,
the United States of America, which are not subject to prior'redemption except at prices which
will produce the amount of cash required for the purpose for which the obligations are held.
01/160667.4 4
ARTICLE II
ISSUANCE AND EXECUTION OF BONDS
Section 2.01.- Issuance of Bonds. The Bonds in the aggregate principal amount of Eight
Million Four Hundred Seventy-Five Thousand Dollars ($8,475,000) shall be issued by
Corporation as soon as practicable on or following the date of execution of this Indenture, and
the proceeds thereof, net of accrued interest, if any, shall be delivered to Trustee to be deposited
by Trustee in the Acquisition Fund.
The Bonds shall not be a debt of City or a pledge of its faith and credit but, together with
interest thereon, shall be payable solely out of the Rental Payments paid by City to Corporation
under the Agreement.
Section 2.02. Terms, Medium and Place of Payment. The Bonds shall be issued as
fully registered bonds, without coupons, in the denomination of$5,000 or any integral multiple
thereof. The Bonds shall be numbered in consecutive numerical order from one upwards in
chronological order, as issued, or shall be numbered in any other manner as the Acting Finance
Director of City shall determine. The Bonds shall be dated September 15, 1995 and shall
become due and payable on September 15 of the years and shall bear interest at the rates per
annum as shown below:
Maturity Date Interest Rate
(September 15) Amount
1996 $ 265,000
1997 275,000
1998 285,000
1999 295,000
2000 310,000
2001 320,000
2002 335,000
2003 •
355,000
2004 370,000
2005 390,000
2006 410,000
2007 430,000
2008 450,000
2009 475,000
2010 505,000
2015 3,005,000
R
01/160667.4 5 (1Eii)
The Bonds shall bear interest from September 15, 1995 and shall be payable semiannually
on March 15 and September 15 of each year, starting March 15, 1996.
The principal of the Bonds shall be payable in lawful money of the United States of
America at the principal office of Trustee in Omaha, Nebraska, or its successor. Payment of
interest on the Bonds shall be made to the registered owner thereof and shall be paid (i) by check
or draft mailed to the registered owner at his address as it appears on the registration books of
Corporation on the Record Date or'at such other address as is furnished to Trustee in writing
by such registered owner or (ii) by wire transfer to the registered owner of $1,000,000 in
aggregate principal amount of the Bonds upon written notice by the registered owner given to
Trustee not later than the close of business on the Record Date.
Section 2.03. Execution. The Bonds shall be executed on behalf of Corporation by the
President and Secretary of Corporation, each of whose signatures may be a facsimile of the
signature, and the seal, or a facsimile thereof, of Corporation shall be placed on each Bond.
In case any officer whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of such Bonds, such signature shall, nevertheless,be valid and sufficient for
all purposes, the same as if such officer had remained in office until delivery.
Section 2.04. Form of Bonds. The Bonds shall be in substantially the form set forth •
in Exhibit A hereto with such variations, omissions and insertions as are permitted or required
by this Indenture and are deemed advisable by nationally recognized bond counsel to effectuate
the purposes of this Indenture.
Section 2.05. Certificate of Authentication. Only such Bonds as shall have endorsed
thereon a Certificate of Authentication substantially in the form set forth in Exhibit A hereto,
duly manually executed by Trustee, shall be entitled to any right or benefit under this Indenture.
No Bond shall be valid or obligatory for any purpose unless and until such Certificate of
Authentication shall have been duly executed by Trustee, and such executed Certificate shall be
conclusive evidence that such Bond has been authenticated under this Indenture.
Section 2.06. Authorization and Delivery. Upon the execution and delivery of this
Indenture, Corporation shall execute the Bonds and deliver same to Trustee, who shall
authenticate the Bonds. The Bonds shall then be delivered to the original purchasers of the
Bonds upon the payment of the purchase price not less than % of the principal amount
thereof, together with interest to the date of payment and delivery of the Bonds.
Section 2.07. Mutilated, Lost, Stolen or Destroyed'Bonds. In case any Bond issued
hereunder shall become mutilated, destroyed, stolen or lost, Corporation shall, if not then
prohibited by law, cause to be executed, and Trustee may authenticate and deliver, a new Bond
of like date, number, maturity and tenor in exchange and substitution therefor, and upon
cancellation of such mutilated Bond, or in lieu of and in substitution for such lost Bond, upon
the owner paying the reasonable expenses and charges of Corporation and Trustee in connection
therewith, and, in case of a Bond destroyed or lost, the owner filing with Trustee evidence
•
O1/160667.4 6
satisfactory to it that such Bond was destroyed or lost, and furnishing Corporation and Trustee
with indemnity satisfactory to them.
Section 2.08. Registration and Transfer of Bonds. Corporation shall cause books for •
the registration and for the transfer of the Bonds as provided in this Indenture to be kept by
Trustee. At reasonable times and under reasonable regulations established by the Corporation,
such list may be inspected and copied by the owners (or a designated representative thereof) of
25% or more in aggregate principal amount of Bonds then Outstanding.
Upon surrender for transfer of any Bond at the principal office of Trustee, Trustee shall
deliver in the name of the transferee or transferees a new fully authenticated and registered Bond
of$5,000 principal amount (or integral multiple thereof) of the same maturity for the aggregate
principal amount which the Bondholder is entitled to receive.
All Bonds presented for transfer, redemption or payment shall be accompanied by a
written instrument or instruments of transfer or authorization for exchange, in form and with
guaranty of signature as set forth in the form of Exhibit A hereto or as may be satisfactory to
Corporation and Trustee, duly executed by the Bondholder or by his duly authorized attorney.
Trustee also may require payment from the Bondholder of a sum sufficient to cover any
tax, or other governmental fee or charge that may be imposed in relation thereto. Such taxes,
fees and charges shall-be paid before any such new Bond shall be delivered:
Corporation and Trustee, on behalf of Corporation, shall not be required (a) to issue or
register the transfer of any Bond during a period beginning on the Record Date and ending at
the close of business on the business day next preceding any principal payment date or (b) to
transfer any Bond selected, called or being called for redemption in whole or in part.
Bonds delivered upon any transfer as provided herein, or as provided in Section 2.07
hereof, shall evidence the same debt as the Bond surrendered, shall be secured by this Indenture
and shall be entitled to all of the security and benefits hereof to the same extent as the Bond
surrendered.
Corporation and Trustee shall treat the Bondholder, as shown on the registration books
kept by Trustee, as the person exclusively entitled to payment of principal, premium, if any, and
interest and the exercise of all other rights and powers of the Bondholder, except that all interest
payments will be made to the Bondholder as of the Record Date.
Section 2.09. Additional Bonds. Additional series of bonds having status and rank equal
to the Bonds may be issued from time to time under the terms of this Indenture, providing for
such interest rates and other characteristics as shall be fixed and determined by Corporation and
as set forth in a supplemental indenture, and provided there must be compliance with each of
the following:.
01n60667.4 7
(1) Corporation is not in default under this Indenture;
(2) City is not in default under the Agreement;
(3) Corporation and,City shall, prior to the issuance of such Bonds of Other
Series, have entered into an amendment to the Agreement to increase the Basic Rent
payable by City to provide sufficient additional funds at the times and in the amounts
necessary to pay the principal of and interest on both the outstanding Bonds and the
proposed Bonds of Other Series, including any principal due on the Bonds of Other
Series due by mandatory redemption provisions and to provide that City will pay as
Additional Rental the fees and expenses of Trustee with respect to the Bonds of Other
Series;
(4) each issue of Bonds of Other Series shall be designated by some name to
indicate that such Bonds are of a different series than the Bonds; and
(5) the issuance of such Bonds of Other Series shall have been approved by
City.
Section 2.10. Refunding Bonds. Bonds to refund all or any of the Bonds outstanding
hereunder may be issued at any time provided there is compliance with each of the following:
(1) Corporation is not in default under this Indenture, or the default will be
cured immediately after issuance of the refunding bonds;
(2) City is not in default under the Agreement;
(3) Basic Rent payable by City under the Agreement shall be sufficient to pay,
when due, the principal of and interest on all Bonds to be outstanding, including the
refunding bonds;
(4) the issuance of the refunding bonds shall in no manner adversely affect the -
exclusion from gross income of the interest on the Bonds for federal income tax
purposes;
(5) the proceeds of the refunding bonds shall be applied in such manner that
the Bonds being refunded are no longer outstanding hereunder after issuance of the
refunding bonds; and
(6) the issuance of such refunding bonds shall have been approved by City.
Any such refunding bonds shall bear interest and be on such other terms and conditions as shall
be determined by. Corporation. Refunding bonds issued in compliance with the foregoing
provisions shall have rank and status equal to the Bonds.
01/160667.4 8 r;
Section 2.11. Temporary Bonds. Until Bonds in definitive form are ready for delivery,
Corporation may execute, and upon the request of Corporation, Trustee shall authenticate and
deliver to the purchasers thereof, subject to the provisions, limitations and conditions set forth
above, one or more Bonds in temporary form, whether printed, type-written, lithographed or
otherwise produced, substantially in the form of the definitive Bonds, with appropriate
omissions, variations and insertions, and in authorized denominations. Until exchanged for
Bonds in definitive form, such Bonds in temporary form shall be entitled to the lien and benefit
of this Indenture. Upon the presentation and surrender of any Bond or Bonds in temporary
form, Corporation shall, without unreasonable delay, prepare, execute and deliver to Trustee,
and Trustee shall authenticate and deliver to the owner or owners thereof, in exchange therefor,
a Bond or Bonds in definitive form. Such exchange shall be made by Trustee without making
any charge therefor to the owners of such Bonds in temporary form.
Section 2.12. Book-Entry-Only Bonds. (a) The Bonds shall initially be issued in
book-entry form. The Depository Trust Company, New York, New York (the "Depository")
is hereby appointed the Depository for the Bonds. The Blanket Issuer Representations Letter,
attached hereto as Exhibit C and incorporated herein by this reference, dated as of the date of
delivery of the Bonds and signed by Corporation and the Depository, is hereby approved, and
the execution by the President of Corporation is hereby authorized. The ownership of one fully
registered Bond for each maturity as set forth. in Section 2.02 hereof, each in the aggregate
principal amount of such maturity, shall be registered in the name of Cede & Co., as nominee
for the Depository. Payment of semiannual interest on any Bond registered as of each Record
Date in the name of Cede & Co. shall be made in same-day funds of its equivalent, by wire
transfer to the account of Cede & Co. on the interest payment dates and the respective maturity
dates for the Bonds, at the address indicated on the Record Date for Cede & Co. in the
registration books of Corporation kept by Trustee.
(b) Trustee and Corporation may treat the Depository (or its nominee) as the sole and
exclusive owner of the Bonds registered in its name for the purposes of payment of the principal
of and interest on the Bonds, giving any notice permitted or required to be given to Bondholders
under this Indenture, registering the transfer of Bonds, obtaining any consent or other action to
- - -- - be taken by-Bondholders and for all other purposes whatsoever,- and neither Trustee nor
Corporation shall be affected by any notice to the contrary.
(c) Corporation and Trustee shall have no responsibility or obligation to any securities
broker-dealer, bank, trust company, clearing corporation or other organization for which the
Depository holds Bonds as securities depository (each, a "Participant") or to any Participant and
the person for whom it acquires an interest in the Bonds'as nominee (each, a "Beneficial
Owner") with respect to the following:
(i) the accuracy of the records of the Depository, any nominees of the
Depository or any Participant with respect to any ownership interest in the Bonds;
01/160667.4 9
(ii) the delivery to any Participant, any Beneficial Owner or any other person,
other than the Depository, of any notice with respect to the Bonds, including any notice
of redemption; or
(iii) the payment to any Participant, any Beneficial Owner or any other person,
other than the Depository, of any amount with respect to the Bonds. Trustee shall make
payments with respect to the Bonds only to or upon the order of the Depository or its
nominee, and all such payments shall be valid and effective fully to satisfy and discharge
the obligations with respect to such Bonds to the extent of the sum or sums so paid. No
person other than the Depository shall receive an authenticated Bond.
(d) Notwithstanding any other provision of this Indenture to the contrary, so long as
any Bond is registered in the name of the Depository or any nominee thereof, all payments with.
respect to such Bond and all notices with respect to such Bond shall be made and given,
respectively, to the Depository as provided in the Blanket Issuer Representations Letter.
(e) Upon receipt by Trustee of written notice from the Depository to the effect that
the Depository is unable or unwilling to discharge its responsibilities or upon receipt by Trustee
of written notice from Corporation to the effect that Corporation has determined that the
Depository is incapable of discharging its responsibilities, Trustee shall issue, transfer and
exchange Bonds requested by. the Depository in appropriate amounts. Whenever the Depository
requests Trustee to do so, Trustee will cooperate with the Depository in taking appropriate action
after reasonable notice (i) to arrange, with the prior written consent of Corporation, for a
substitute depository willing and able upon reasonable and customary terms to maintain custody
of the Bonds or (ii) to make available Bonds registered in whatever name or names the
Beneficial Owners transferring or exchanging such Bonds shall designate.
(f) If Corporation determines that it is desirable that certificates representing the
Bonds be delivered to the Participants and/or Beneficial Owners of the Bonds and so notifies
Trustee in writing, Trustee shall so notify the Depository, whereupon the Depository will notify
the Participants of the availability through the Depository of bond certificates representing the
Bonds. In such event, Trustee shall issue, transfer and exchange bond certificates representing
the Bonds as requested by the Depository in appropriate amounts and in authorized
denominations.
•
(g) Registered ownership of the Bonds may be transferred on the books of registration
maintained by Trustee, and the Bonds may be delivered in physical form to the following:
(1) any successor securities depository or its nominee;
(2) any person, upon (A) the resignation of the Depository from its functions
as depository or (B) termination of the use of the Depository pursuant to this Section.
01/160667.4 10
(h) In the event of any partial redemption of a Bond unless and until such partially
redeemed Bond has been replaced in accordance with the provisions of Section 2.08 of this
Indenture, the books and records of Trustee shall govern and establish the principal amount of
such Bond as is then outstanding, and all of the Bonds issued to the Depository or its nominee
shall contain a legend to such effect.
(i) If for any reason the Depository resigns and is not replaced, Corporation shall
immediately provide a supply of printed bond certificates for issuance upon the transfers from
the Depository and subsequent transfers or in the event of a partial redemption pursuant to
Section 2.08 of this Indenture.
(j) In the event that the Bonds are no longer held in book-entry form, payment of
interest on the Bonds shall be made to the registered owners thereof as provided by Section 2.02
hereof.
ARTICLE III
REDEMPTION OF BONDS BEFORE MATURITY
Section 3.01. Bonds Redeemable. The Bonds are noncallable for redemption except
pursuant to Sections 3.02, 3.03 and 3.04 hereof.
Section 3.02. Optional Redemption. The Bonds maturing on and after September 15,
2006 are subject to redemption by Corporation from any source, in whole at any time, or in part
on any interest payment date, in such order of maturities as determined by Corporation (and by
lot or other random selection method within a maturity) on or after September 15, 2005, at the
following redemption prices expressed as a percentage of the principal amount of the Bonds to
be redeemed, plus interest accrued thereon to the date of redemption:
Redemption Period
(dates inclusive) Redemption Price
September .15, 2005 to September 14, 2006 102%
September 15, 2006 to September 14, 2007 101
September 15, 2007 and thereafter 100
Section 3.03. Sinking Fund Redemption. The Bonds maturing September 15, 2015 are
subject to mandatory redemption from Basic Rent sinking fund.payments prior to their respective
maturity dates, by lot (or other random selection method) selected by Trustee, at a price of par
without premium on September 15, 2011, and on each September 15 thereafter in the years and
principal amounts set forth below:
01/160667.4 11 - . .
redemption date, provided funds for their redemption are on deposit at the place of payment at
that time. Any funds paid for redemption of Bonds shall be applied first against any interest due
and owing on the Bonds and then against the unpaid principal balance thereof.
Section 3.06. Cancellation of Bonds. All Bonds which have been redeemed shall be
cancelled by Trustee and destroyed by Trustee in accordance with its regular procedures.
ARTICLE IV
GENERAL COVENANTS
Section 4.01.. Payment of Bonds. Corporation covenants that it will promptly pay the
principal of and interest on every Bond issued under this Indenture at the place, on the dates and
in the manner provided herein and in the Bonds according to the true intent and meaning hereof.
Such principal and interest are payable solely from revenues in the Bond Fund derived from the
Basic Rent payable under the Agreement or other funds deposited hereunder in the Bond Fund.
Corporation further covenants faithfully to perform at all times any and all covenants,
undertakings, stipulations and provisions contained in this Indenture, and Corporation will do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered,
such indentures supplemental hereto and such further acts, instruments and transfers as Trustee
may reasonably require for the better assuring, transferring, mortgaging, pledging, assigning and
confirming unto Trustee the property herein described and the revenues, income and all other
property pledged hereby to the payment of the principal of and interest on the Bonds.
Section 4.02. Books and Records; Annual Accounting. Trustee agrees that, so long
as any Bonds issued hereunder and secured by this Indenture shall be outstanding and unpaid,
it will keep proper books of record and account in which full, true and correct entries will be
made of all dealings or transactions of and in relation to the Projects and the revenues, income
and all other property derived therefrom. Trustee agrees to furnish to City and Corporation an
accounting annually, and at such other times as either may reasonably request, pertaining to the
dealings and transactions of Trustee in relation to the Projects. All books and records of
Trustee relating to the Projects and the revenues therefrom shall at all times be open to
inspection by representatives of City and Corporation and the owners of the Bonds.
Section 4.03. Trustee Enforcement of Agreement. The Agreement sets forth the
covenants and obligations of Corporation and City and reference is hereby made to the
Agreement for a detailed statement of the respective obligations. Corporation agrees that
Trustee, in its own name or in the name of Corporation, may enforce all rights and obligations
Corporation may have under and pursuant to the Agreement for and on behalf of the
Bondholders, whether or not Corporation is in default in its covenants to enforce such rights and
obligations.
Section 4.04. Reserved.
O1/160667.4 13 i
•
Section 4.05. Parity Bonds. Corporation covenants that, so long as any of the Bonds
are outstanding, it will not issue other bonds payable from the Basic Rent due under the
Agreement except as permitted in Article II of this Indenture, and in any event not without the
specific consent to such issuance given by City.
Section 4.06. Corporate Existence. Corporation covenants to maintain its corporate
existence as a nonprofit corporation under the laws of the State of Nebraska.
Section 4.07. Arbitrage and Tax Covenants. Corporation and Trustee jointly and
severally covenant and certify to each other and for the benefit of the holders of the Bonds that
no use will be made of the proceeds from the issuance and sale of the Bonds nor will use be
made of moneys in the various funds and accounts established under this Indenture which would
cause the Bonds to be classified as arbitrage bonds within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended, and the Regulations thereunder (the "Code").
Pursuant to such covenant, Corporation and Trustee obligate themselves to comply throughout
the term of the Bonds with the requirements of said Section 148 of the Code.
Corporation and Trustee acknowledge that, under Section 148 of the Code, investment
of the proceeds of the Bonds, including investment.proceeds, is subject to and must comply with
the provisions of Section 148 of the Code with respect to the acquisition of obligations the yield
on which will be materially higher than the yield on the Bonds during the term of the Bonds.
Corporation and Trustee further acknowledge that investments may be made in materially higher
yield obligations during a temporary period if certain requirements set forth in the regulations
applicable to Section 148 are met. Corporation and Trustee further acknowledge that, under
certain circumstances, earnings on certain funds may be subject to rebate to the United States
in accordance with Section 148 of the Code, and Corporation and Trustee hereby agree to
comply with Section 148 of the Code and all applicable regulations thereunder. Except as
permitted by the rules set forth in such regulations, as they may be revised from time to time,
with respect to investments made during a temporary period, the proceeds of the Bonds shall not
be invested in materially higher yielding investments. All terms used in this Article IV which
are defined in Section 148 of the Code shall have the same meanings in this Article IV as in the
Code.
Trustee shall establish a trust fund (the "Rebate Fund") pursuant to this Indenture for the
purpose of accepting deposits of rebate amounts which may occur by operation of Section 148
of the Code. Corporation shall provide not later than 60 days after the fifth Bond Year and
every five years thereafter for payment to the United States of 90% of the amounts deposited
to said fund and 100% of the investment earnings on said deposits. Not later than 60 days after
the final retirement of the Bonds, Corporation shall pay 100% of the remaining balance of said
fund to the United States. Each payment shall be filed with the Internal Revenue Service
Center, Philadelphia, Pennsylvania 19255. Each payment shall be accompanied by a copy of
the Form 8038 (or successor instrument) originally filed with respect to the Bonds and a
statement summarizing the determination of the amounts paid and to be paid to the United States.
01/160667.4 14 y��
ARTICLE V
BOND FUND
Section 5.01. Bonds Secured by Basic Rent Payments. The Projects have been leased
to City under the Agreement and the Basic Rent payments have been and are hereby assigned
and shall be remitted directly to Trustee for the account of Corporation and deposited in the
Bond Fund, and the entire amount of the Basic Rent payments is pledged to the payment of the
principal of and interest on the Bonds and other Bonds issued as permitted by Article II.
Section 5.02. Creation of Bond Fund. There is hereby created by Corporation and
ordered established with Trustee a trust fund to be designated "Bond Fund" which shall be used
to pay the interest on and principal of the Bonds.
Section 5.03. Deposits to Bond Fund. There shall be deposited in the Bond Fund all
accrued interest received, if any, at the time of the issuance, sale and delivery of the Bonds, all
Basic Rent payments, as and when received, made under the Agreement and all other moneys
received by Trustee under and pursuant to any of the provisions of the Agreement directing such
moneys to be paid into the Bond Fund.
Section 5.04. Use of Moneys in Bond Fund. Moneys in the Bond Fund shall be used
solely for the payment of the interest on the Bonds and for the retirement of the Bonds at or
prior to maturity.
Section 5.05. Custody of Bond Fund; Withdrawals. The Bond Fund shall be in the
custody of Trustee, and Corporation hereby authorizes and directs Trustee to withdraw funds
from the Bond Fund in amounts sufficient to meet installments of interest on or principal of the
Bonds when due.
Section 5.06. Unclaimed Moneys. In the event any Bonds shall not be presented for
payment when the principal thereof becomes due, if funds sufficient to pay such Bonds shall
have been made available to Trustee for the benefit of the owners thereof, all liability of
Corporation to the Bondholders for the payment of such Bonds and the interest thereon shall
forthwith cease, determine and be completely discharged and thereupon it shall be the duty of
Trustee to hold such fund or funds, without liability for interest thereon, for a period of six
years after all Bonds shall have matured, for the benefit of the owners of such Bonds, who shall
thereafter be restricted exclusively to such funds for any claim of whatever nature on their part
under this Indenture or with respect to such Bonds. At the expiration of such period, any
unclaimed principal or interest shall be paid to City and thereafter all claimants shall be
restricted exclusively to making claim against City for such principal or interest. City.shall have
no liability for interest on any such funds paid to it and shall not be required to hold such funds
in trust nor to, in any manner, segregate such funds on its books.
0i/160667.4 15
Section 5.07. Additional Rent. It is understood and agreed that, pursuant to the
provisions of the Agreement, City agrees to pay costs and expenses as Additional Rent (as that
term is defined in the Agreement), including the fees and expenses of Trustee.
ARTICLE VI
ACQUISITION FUND
Section 6.01. Creation of Acquisition Fund. A special fund is hereby created with
Trustee to be designated "Acquisition Fund." Upon the issuance and sale of the Bonds, the
proceeds thereof, excluding accrued interest, if any, shall be deposited into the Acquisition
Fund.
Section 6.02. Use of Moneys in Acquisition Fund. Moneys in the Acquisition Fund
shall be disbursed for the following purposes:
(1) the payment of expenses of issuing and selling the Bonds, including
printing, legal and financial expenses; and
(2) the amount remaining after payment or provision for payment of the
expenses mentioned in (1) above shall be applied to the payment of the costs of the
Projects, including the reimbursement of City for any such costs incurred after May 18,
1995, in the case of Omaha-Park Four Project, and May 25, 1995, in the case of the
Omaha-Park Five Project, as provided in the Agreement.
Section 6.03. Requisitions. Trustee shall disburse funds in payment of expenses
permissible under Section 6.02(1) and Section 6.02(2) upon receipt of requisitions signed by the
President or Secretary of Corporation.
Requisitions submitted to Trustee shall be in the form attached hereto as Exhibit B.
Trustee shall maintain complete and accurate records relating to each such disbursement for
Projects' costs.
ARTICLE VII
INVESTMENTS
Moneys for the credit of any fund or account under this Indenture shall be invested and
reinvested by Trustee upon the written direction of Corporation, but only in investments
authorized by Reissue Revised Statutes of Nebraska, 1943, Section 14-563, viz. securities of the
United States, the State of Nebraska, the City, Douglas County, Nebraska, a school district of
the City, municipality owned and operated public utility property and parts of the City, and
certificates of deposit from and make time deposits in bank or capital stock financial institutions
selected as depositories of City funds; provided that moneys deposited from Basic Rent payments
01/160667.4 16 1
f'
to the credit of the Bond Fund shall only be invested or reinvested by Trustee in direct
obligations of, or obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America. Any such investment shall mature at such time
and in such amounts so that funds will be available when required. Obligations so purchased
as an investment of moneys shall be held by or under the control of Trustee and shall be deemed
at all times part of the fund or account from which invested, and the interest accruing thereon
and any profit realized from such investments shall be credited to such fund or account and any
loss resulting from such investments shall be charged to such fund or account.
ARTICLE VDT •
DISCHARGE OF LIEN AND DEFEASANCE
If Corporation shall pay or cause to be paid to the owners of the Bonds the principal and
interest to become due thereon at the time and in the manner stipulated therein, and if
Corporation shall keep, perform and observe all and singular the covenants and promises in the
Bonds and in this Indenture expressed as to be kept, performed and observed by it or on its part,
then these presents and the estate and rights hereby granted shall cease, determine and be void,
and thereupon Trustee shall cancel and discharge the lien of this Indenture and execute and
deliver to Corporation such instruments in writing as shall be requisite to satisfy the lien hereof
and assign and deliver to Corporation any property at the time subject to the lien of this
Indenture which may then be in its possession, except cash held by Trustee for the payment of
interest on and retirement of the Bonds, or as otherwise provided for herein.
It is specifically understood and agreed that the release of the lien of this Indenture shall
not affect nor cancel the provisions of this Indenture relating to Bonds issued or the rights of
owners of the Bonds, Trustee or Corporation, which provisions shall continue in full force and
effect according to their terms.
Corporation may at any time surrender to Trustee for cancellation by it any Bonds
previously authenticated and delivered hereunder which Corporation may have acquired in any
manner whatsoever, and such Bonds, upon surrender and cancellation, shall be deemed to be
paid and retired.
For the purposes of this Indenture, any Bond issued hereunder shall be deemed to be
fully discharged and satisfied and no longer outstanding when:
(1) a Bond is cancelled whether by reason of payment or redemption prior to
maturity;
(2) a Bond is surrendered to Trustee for cancellation;
(3) a Bond for which the payment of the principal of and all interest accrued
and to accrue through the due date of payment (regardless of whether such due date
01/160667.4 17
•
arises by reason of maturity, upon redemption or by declaration as provided herein) has
been made; such payment will be deemed to have been made when there has been
deposited with Trustee sufficient moneys to make such payment or United States
Government Obligations maturing, as to principal and interest, in such amount and at
such times as will insure the availability of sufficient moneys to make any such payment
and all necessary and proper fees, compensation and expenses of Trustee pertaining to
such Bond with respect to which such deposit is made have either been paid or payment
provided for to the satisfaction of Trustee; provided, however, no deposit of cash or
United States Government Obligations shall constitute discharge and satisfaction as to any
Bond to be redeemed prior to their maturity unless:
(a) such Bond has been irrevocably called or designated for redemption
on the first date thereafter on which such Bond may be redeemed in accordance
with the provisions of Article III of this Indenture; and
(b) proper notice of the redemption of such Bond has been mailed as
required by Article III hereof, or irrevocable provision, satisfactory to Trustee,
shall have been made for the mailing of such notice;
(4) a Bond is mutilated, destroyed or lost and, subsequently, a new Bond is
issued as provided under Section 2.07 of this Indenture.
At such time as a Bond shall no longer be deemed to be outstanding hereunder, as
provided in this Section, such Bond shall no longer be secured by or entitled to the benefits of
this Indenture except for the purpose of payment from the cash or United States Government
Obligations deposited with and held by Trustee for such purpose.
Moneys deposited with Trustee under this Section and the proceeds of any United States
Government Obligations held under this Section may be invested and reinvested in United States
Government Obligations which mature in the amounts and at the times required to comply with
the provisions of this Section. Any income from such investments in excess of the requirements
for principal of and interest on any Bond not being outstanding under the provisions of this
Section shall be paid into the Bond Fund to be disbursed or held as provided thereby.
If cash or United States Government Obligations shall have been deposited with Trustee
in accordance with this Section, in trust for the purpose and sufficient and available to pay the
principal of any Bond, together with all interest due thereon to the due date thereof or to the date
fixed for the redemption thereof, all liability of Corporation'for such payments shall terminate
and be discharged, whether or not such Bond shall be presented for payment on the due date,
whether at maturity or upon redemption or by declaration, and Trustee shall hold such moneys
or United States Government Obligations without liability to the owner of such Bond for interest
thereon, in trust for the benefit of the owner of such Bond, who thereafter shall be restricted
exclusively to such moneys or United States Government Obligations for any claim for such
payment of whatsoever nature on his part, except as is provided in Section 5.06 hereof.
01/160667.4 18 t��-
ARTICLE IX
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND BONDHOLDERS
Section 9.01. Events of Default. If any of the following events occur, it is hereby
defined as and declared to be and to constitute an "Event of Default":
(1) default in the due and punctual payment of the principal of or the interest
on any Bond hereby secured and outstanding and the continuance thereof for a period of
five days;
(2) default in the due and punctual payment of moneys required to be paid to
Trustee under the provisions of Article V hereof and the continuance thereof for a period
of five days; or
(3) default in the performance or observance of any other of the covenants,
agreements or conditions on Corporation's part contained in this Indenture, or in the
Bonds, and the continuance thereof for a period of 30 days after written notice thereof
to Corporation by Trustee, or by the owners of not less than 20% in aggregate principal
amount of Bonds outstanding hereunder.
The term "default," as used in Section 9.01 hereof, shall mean default by Corporation
in the performance or observance of any of the covenants, agreements or conditions on its part
contained in this Indenture, or in the Bonds, exclusive of any period of grace required to
constitute a default as an "Event of Default," as hereinabove provided, after giving the
respective notice for the respective periods above stated.
Section 9.02. Acceleration. Upon the occurrence of an Event of Default, Trustee may,
and, upon the written request of the owners of 20% in aggregate principal amount of Bonds
outstanding hereunder, shall, by notice in writing delivered to Corporation, declare the principal
of all Bonds hereby secured then outstanding, and the interest accrued thereon, immediately due
and payable. This provision is subject, however, to the condition that, if at any time after such
declaration of principal and interest to be immediately due, and before any further action has
been taken other than such declaration, the principal amount of all Bonds which have matured
and all arrears of interest, together with the reasonable charges and expenses of Trustee, shall
be paid or caused to be paid, then the owners of a majority of principal amount of the Bonds
then outstanding, by notice in writing delivered to Trustee, may require Trustee to waive such
default and its consequences and rescind such declaration. Until it is required to make the
declaration hereinabove in this Section provided, Trustee shall have power to waive any default
arising hereunder if, in the opinion of Trustee, the same shall have been cured or adequate
satisfaction made therefor or if Trustee deems the declaration not to be in the best interest of the
Bondholders. No suchwaiver shall extend to or affect any subsequent default.
•
01/160667.4 19
I j
Section 9.03. Other Remedies. Upon the occurrence and a continuation of an Event of
Default, Trustee may on its own initiative, and shall upon the written request of the owners of
not less than 20% in principal amount of the Bonds then outstanding hereunder, and upon being
indemnified to its reasonable satisfaction against any and all costs, expenses, outlays, counsel
fees and other reasonable disbursements and against all liability, exercise any remedies available
under the Agreement and, to the extent consistent therewith, may sell, lease or manage any
portion of the Projects and apply the net proceeds thereof in accordance with Section 9.07 of this
Article, and whether or not it has done so, proceed to take any other steps needful for the
protection and enforcement of its rights and the rights of the owners of the Bonds as shall be
provided by law, including a suit, action or special proceeding in equity or at law.
. Section 9.04. Limitation on Bondholders' Right To Institute Proceedings. No owner
of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or
at law hereunder or for any other remedy hereunder unless such owner previously shall have
given to Trustee written notice of an Event of Default as herein provided and unless the owners
of not less than 20% in principal amount of the Bonds then outstanding shall have made written
request of Trustee, after the right to exercise such powers or rights of action, as the case may
be, shall have accrued, either to proceed to exercise the powers herein granted or to institute
such action, suit or proceeding in the name of Trustee and Trustee shall have refused or
neglected to comply with such request within a reasonable time and after being afforded a
reasonable opportunity to do so and after having been offered security and indemnity satisfactory
to it against the costs, expenses and liabilities to be incurred therein or thereby as aforesaid. All
actions to enforce any provision of this Indenture shall be instituted and maintained for the equal
benefit of all owners of the Bonds, except that nothing herein contained shall impair the right
of any owner of any Bond at or after the maturity thereof to reduce the same to judgment.
Section 9.05. Possession of Bonds Not Required for Enforcement. All rights of action
under this Indenture or under any of the Bonds secured hereby enforceable by Trustee may be _
enforced without the possession of any of the Bonds or the production thereof at the trial or
other proceedings relative thereto, and any such suit or proceeding instituted by Trustee shall
be brought for the ratable benefit of the owners of the Bonds, subject to the provisions of this
Indenture.
Section 9.06. Waiver. In the event the Bondholders or Trustee waive any default or
breach of duty, such waiver shall not impair any right or power exercisable hereunder by the
Bondholders or Trustee nor shall such waiver be construed to be or be a waiver of any
subsequent default or breach.
Section 9.07. Application of Moneys. Anything in this Indenture to the contrary
notwithstanding, if at any time the moneys in the Bond Fund shall not be sufficient to pay the
interest on or the principal of the Bonds as the same shall become due and payable (either by
their terms or by acceleration of maturities under the provisions of Section 9.02 of this Article),
such moneys, together with any moneys then available or thereafter becoming available for such
01/160667.4 • 20r
purpose, whether through the exercise of the remedies provided for in this Article or otherwise,
shall be applied as follows:
(1) unless the principal of all the Bonds shall have become or shall have been
declared due and payable, all such moneys shall be applied as follows:
(a) FIRST: to the payment to the persons entitled thereto of all
installments of interest then due and payable in the order in which such
installments became due and payable and, if the amount available shall not be
sufficient to pay in full any particular installment, then to the payment, ratably, _
according to the amounts due on such installment, to the persons entitled thereto,
without any discrimination or preference; -
(b) SECOND: to the payment to the persons entitled thereto of the
unpaid principal of any of the Bonds which shall have become due and payable
(other than Bonds called for redemption for the payment of which moneys are
held pursuant to the provisions of this Indenture), in the order of their stated
payment dates, with interest on the principal amount of such Bonds from the
respective dates upon which such Bonds became due and payable, and, if the
amount available shall not be sufficient to pay in full the principal of the Bonds
by their stated terms due and payable on any particular date, together with such
interest, ratably, according to the amount of such interest due on such date, and
then to the payment of such principal, ratably, according to the amount of such
principal due on such date, to the persons entitled thereto without any
discrimination or preference; and
(c) THIRD: to the payment of the interest on and the principal of the
Bonds, to the purchase and retirement of Bonds and to the redemption of Bonds,
all in accordance with the provisions of Articles II and III of this Indenture;
(2) if the principal of all the Bonds shall have become or shall have been
declared due and payable, all such moneys shall be applied to the payment of the
principal and interest then due and unpaid upon the Bonds, without preference or priority
of principal over interest or of interest over principal, or of any installment of interest
over any other installment of interest, or of any Bond over any other Bond, ratably,
according to the"amounts due respectively for principal and interest, to the persons
entitled thereto without any discrimination or preference; and
(3) if the principal of all the Bonds shall have been declared due and payable
and if such declaration shall thereafter have been rescinded and annulled under the
provisions of Section 9.02 of this Article, then, subject to the provisions of paragraph (2)
of this Section, in the event that the principal of all of the Bonds shall later become or
be declared due and payable, the moneys remaining in and thereafter accruing to the
01/160667.4 ' 21
Bond Fund shall be applied in accordance with the provisions of paragraph (1) of this •
Section.
Whenever moneys are to be applied by Trustee pursuant to the provisions of this Section,
such moneys shall be applied by Trustee at such times, and from time to time, as Trustee in its
sole discretion shall determine, having due regard to the amount of such moneys available for
application and the likelihood of additional moneys becoming available for such application in
the future, and the deposit of such moneys, or otherwise setting aside such moneys, in trust for
the proper purpose shall constitute proper application by Trustee; and Trustee shall incur no
liability whatsoever to any Bondholder or to any other person for any delay in applying any such
moneys, so long as Trustee acts with reasonable diligence, having due regard to the
circumstances, and ultimately applies the same in accordance with such provisions of this
Indenture as may be applicable at the time of application by Trustee. Whenever Trustee shall
exercise such discretion in applying such moneys, it shall fix the date (which shall be an interest
payment date unless Trustee shall deem another date more suitable) upon which such application
is to be made and upon such date interest on the amounts of principal to be paid on such date
shall cease to accrue. Trustee shall give such notice as it may deem appropriate of the fixing
of any such date, and shall not be required to make payment to the owner of any Bond until such
Bond shall be surrendered to Trustee for appropriate endorsement, or for cancellation if fully
paid.
Section 9.08. Restoration to Former Position. In case any proceedings taken by Trustee
on account of any default shall have been discontinued or abandoned for any reason, then and
in every such case Corporation, Trustee and the Bondholders shall be restored to their former
positions and rights hereunder, respectively, and all rights, remedies, powers and duties of
Trustee shall continue as though no proceeding had been taken.
Section 9.09. Bondholders' Right To Direct Proceedings. Anything in this Indenture
to the contrary notwithstanding, the owners of a majority in principal amount of the Bonds then
outstanding hereunder shall have the right, by an instrument or concurrent instruments in writing
executed and delivered to Trustee, to direct the method and place of conducting all remedial
proceedings to be taken by Trustee hereunder, provided that such direction shall not be otherwise
than in accordance with law.and the provisions of this Indenture.
ARTICLE X
THE TRUSTEE
Section 10.01. Acceptance of Trusts. Trustee hereby accepts the trusts imposed upon
it by this Indenture and agrees to perform said trusts as an ordinarily prudent trustee under a
corporate mortgage. Trustee may resign at any time by giving not less than 60 days' notice to
Corporation and to City and, within five days after giving such notice, by mailing to each
Bondholder of record by first-class mail a copy of such notice. Trustee may be removed at any
time upon the written request or upon the affirmative vote of the owners of 51% in principal
01/160667.4 22
amount of Bonds outstanding. In the event of such resignation or removal, a successor may be
appointed by the owners of 51% in principal amount of the Bonds outstanding, and such
successor shall. have all the powers and obligations of Trustee theretofore vested in its
predecessor, provided that, unless and until the successor trustee shall have been appointed by
the owners of the Bonds as aforesaid, Corporation shall forthwith appoint a trustee to fill such
vacancy. Any successor trustee shall be a bank or trust company in either of the cities of
Lincoln or Omaha, Nebraska, and having a capital and surplus of not less than $10,000,000.
Section 10.02. Limitations on Liability. The duties and obligations of Trustee shall be
determined solely by the express provisions of this Indenture, and Trustee shall not be liable
except for the performance of such duties and obligations as are specifically set forth in this
Indenture. Trustee shall be protected when acting in good faith upon the advice of its counsel,
who may be bond counsel to Corporation. Trustee may conclusively rely upon any certificate
of Corporation executed by any two of the directors of Corporation and upon any requisition.
certificate satisfying the requirements of Section 6.03 hereof. Trustee may require of
Corporation full information and advice as to the performance of all covenants, conditions and
agreements of Corporation contained in this Indenture or any supplement hereto, but Trustee
shall not be required to ascertain or inquire as to the correctness of any information, statements,
conclusions or opinions expressed in any certificate, resolution, report, opinion or other
document furnished to it pursuant to any provision of this Indenture.
Section 10.03. Dealings in Bonds. Trustee in its individual capacity may become the
owner or pledgee of the Bonds with the same rights it would have if it were not Trustee
hereunder.
Section 10.04. Compensation. Trustee shall be entitled to reasonable compensation for
all services rendered by it in the execution, exercise or performance of any of the powers and
duties to be exercised or performed by it pursuant to the provisions of this Indenture and for the
reasonable expenses, charges and other disbursements incurred in connection with the exercise
and performance of said powers and duties, all of which under the Agreement are to be paid to
Trustee by City.
ARTICLE XI
AMENDMENT OF INDENTURE
Section 11.01. Supplemental Indentures Not Requiring Consent of Bondholders.
Corporation may without the consent of the Bondholders, but'with the consent of Trustee, from
time to time and at any time, amend or supplement this Indenture in such manner as not to be
inconsistent with the terms and provisions hereof, so as to thereby (a) cure any ambiguity or
formal defect or omission in this Indenture, including any subsequent amendments thereto;
(b) grant to and confer upon Trustee for the benefit of the Bondholders any additional rights,
remedies, powers, authority or security that may be lawfully granted to or conferred upon the
Bondholders or Trustee, or surrender any right, power or privilege reserved to or conferred-
.----,
01/160667.4 23 E
upon Corporation by this Indenture or any amendment thereto; (c) issue other Bonds in
accordance with the provisions of Article II hereof; (d) comply with such requirements of the
Code as are necessary in the opinion of nationally recognized bond counsel to make the interest
on the Bonds excludable from gross income of the Bondholders for federal income tax purposes;
or (e) to modify, alter, amend or supplement this Indenture in any other respect which in the
judgment of Corporation, as concurred in by Trustee, is not materially adverse to the
Bondholders.
Section 11.02. Supplemental Indentures Requiring Consent of Bondholders. With the
consent of the owners of not less than two-thirds of the Bonds then outstanding, Corporation,
from time to time and at any time, may amend this Indenture in any manner; provided, however,
that, without the specific consent of the owner of each Bond which would be affected thereby,
no such amendment shall permit or be construed as permitting (a) an extension of the maturity
of the principal of or the interest on any Bond issued hereunder, or (b) a reduction in the
principal amount of any Bond or a reduction in the rate of interest thereon, or (c) creation of
any different privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a
reduction in the aggregate principal amount of the Bonds required for consent to such
amendment to this Indenture, or (e) any release or lessening of the pledge and assignment of the
Basic Rent payable by City under the Agreement:.
If the owners of not less than two-thirds in aggregate principal amount of the Bonds then
outstanding shall have consented to the amendment proposed, no owner of any Bond shall have
any right to object to any of the terms and provisions contained therein, or the operation thereof,
or in any manner to question the propriety of the execution thereof, or to enjoin or restrain
Trustee or Corporation from taking any action pursuant to the provisions thereof.
After the owners of the required percentage of Bonds shall have filed their consents to
the amending of this Indenture, Corporation shall mail to each Bondholder a copy of the
amendment together with a notice of such amending.
If Trustee and Corporation shall so determine, new Bonds conforming to the amendment
shall be executed and delivered in exchange for Bonds then outstanding upon surrender of the
outstanding Bonds without charge to the owners thereof.
Upon delivery to Trustee of a copy of the amendment to this Indenture certified by the
Secretary of Corporation, together with an opinion of counsel to Corporation that such
amendment is in proper form and was duly adopted in accordance with the provisions hereof and
applicable law, this Indenture as it then exists and the Bonds'shall be modified and amended in
accordance with such amendment, and thereafter the respective rights and duties under this
Indenture of Corporation and the Bondholders shall be determined under this Indenture as so
amended.
ovi7.a 24Lz..:)/
Section 11.03. Consent of Trustee Required. No amendment amending, changing or
modifying any of the rights or obligations of Trustee hereunder may be adopted without the
written consent of Trustee.
ARTICLE XII
AMENDMENT OF THE LEASE AGREEMENT
Section 12.01. Amendment of Agreement Not Requiring Consent of Bondholders.
Corporation or Trustee, or each of them, may from time to time, without the approval of the
Bondholders, consent to any amendment, change or modification of the Agreement between
Corporation and City for the purpose of curing any ambiguity, formal defect or omission or
h judgment of Trustee, is not to the prejudice of
makinganyother change therein which, in the gJ g
Trustee or materially adverse to the Bondholders.
Section 12.02. Amendment of Agreement Requiring Consent of Bondholders. Except
for amendments, changes or modifications as provided in Section 12.01 hereof, no amendment,
change or modification of the Agreement shall be made without the written consent of the
owners of two-thirds in principal amount of all the Bonds outstanding, except for the purpose
of increasing the Basic Rent payable thereunder and making such other provisions as shall be
required to permit the issuance of Bonds of Other Series as authorized under this Indenture;
provided, however, that in no event shall the Agreement be amended to reduce the Basic Rent
payable by City or extend the date when such Basic Rent shall be due, without the consent of
the owners of all Bonds outstanding. The proportionate reduction of the amount of Basic Rent
due by City under the Agreement by reason of City's having prepaid a portion of the Bonds shall
not constitute an amendment of the Agreement.
Section 12.03. Consent of Trustee Required. No amendment, change or modification
to the Agreement shall be made without the written consent of Trustee.
ARTICLE XOT
MISCELLANEOUS
Section 13.01. Execution of Instruments; Proof of Ownership. Any request, direction,
consent or other instrument in writing required by this Indenture, or any supplement hereto, to
be signed or executed by owners of Bonds may be in any number of concurrent instruments of
similar tenor and may be signed or executed by such owners in person or by an agent duly
appointed by an instrument in writing. Proof of the execution of any such instrument and of the
ownership of such Bonds shall be,sufficient for any purpose of this Indenture, and shall be
conclusive in favor of Trustee and Corporation with regard to any action taken by them under
such instrument, if made in the following manner:
•
01/160667.4 25 • (7w:
(1) the fact and date of the execution by any person of any such instrument
may be proved by the certificate of any officer in any jurisdiction who, by the laws
thereof, has power to take acknowledgments of deeds to be recorded within such
jurisdiction, to the effect that the person signing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution;
(2) the fact of the holding of a Bond by any holder and the amount and
numbers or other descriptive details of such Bonds and the date of his holding the same
may be proved by the affidavit of the person claiming to be such holder, if such affidavit
shall be deemed by Trustee to be satisfactory or by a certificate issued by any trust
company, bank or other depository, wherever situated, if such certificate shall be deemed
by Trustee to be satisfactory, showing that at the date therein mentioned such person had
on deposit with such trust company, bank or other depository the Bond described in such
certificate. Trustee may, nevertheless, in its discretion require further proof in cases
where it shall deem further proof desirable. For all purposes of this Indenture and of the
proceedings for the enforcement thereof, such persons shall be deemed to continue to be
the holder of such Bond until Trustee shall have received notice in writing to the
contrary.
Section 13.02.. Counterparts. This Indenture may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 13.03. No Personal Liability of Corporation Officials; Limited Liability of
Corporation to Bondholders. No covenant or agreement contained in the Bonds or in this
Indenture shall be deemed to be the covenant or agreement of any present or future official,
officer, agent or employee of Corporation, and neither the members of Corporation nor any
official executing the Bonds shall be liable personally on the Bonds or be subject to any personal
liability or accountability by reason of the issuance thereof.
Except for the payment when due of the payments and the observance and performance
- - of-the other agreements, conditions; covenants and terms required to -be performed by it - ---
contained in this Indenture, Corporation shall not have any obligation or liability to the
Bondholders with respect to this Indenture or the preparation, execution, delivery, transfer, -
exchange or cancellation of the Bonds or the receipt, deposit or disbursement of the payments
by Trustee or with respect to the performance by Trustee of any obligation required to be
performed by it contained in this Indenture.
Section 13.04. Severability. If any provisions of this Indenture shall be held or deemed
to be or shall, in fact, be inoperative or unenforceable as applied in any particular case, for any
reason, such circumstances shall not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circumstance or of rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable to any extent
fr:\
,1 Ji
01/160667.4 26
•
whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this
Indenture contained shall not affect the remaining portions of this Indenture or any part thereof.
IN WITNESS WHEREOF, City of Omaha Parking Facilities Corporation has caused this
Indenture to be executed in its behalf by its President and Secretary and its corporate seal
hereunto affixed, and to evidence its acceptance of the trusts hereby created FirsTier Bank
Omaha, N.A. has caused this Indenture to be executed in its name and behalf by duly authorized
officers and its official seal to be hereunto affixed, all as of the first day of September, 1995.
[SEAL] CITY OF OMAHA PARKING
FACILITIES CORPORATION
By
By President
Secretary
[SEAL] FIRSTIER BANK OMAHA, N.A., Trustee
ATTEST:
By
By Authorized Officer
STATE OF NEBRASKA ]
] SS. •
COUNTY OF DOUGLAS ]
The foregoing instrument was acknowledged before me this day of September, 1995
by GREGORY A. PETERSON and LAWRENCE E. LAHAIE of CITY OF OMAHA
PARKING FACILITIES CORPORATION, a Nebraska nonprofit corporation, on behalf of the
corporation.
•
WITNESS my hand and seal this day of September, 1995.
• Notary Public
01/160667.4 27 ,
STATE OF NEBRASKA ]
] SS.
COUNTY OF DOUGLAS ]
The foregoing instrument was acknowledged before me this day of September, 1995
by and of FIRSTIER BANK .
OMAHA, N.A., a national banking association, on behalf of-the bank.
WITNESS my hand and seal this day of September, 1995.
Notary Public
•
01/160667.4 28
EXHIBIT A
(FORM OF BOND)
•
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to City of Omaha Parking Facilities
Corporation or its agent for registration and transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
UNITED STATES OF AMERICA
CITY OF OMAHA PARKING FACILITIES CORPORATION
LEASE REVENUE BOND
(OMAHA-PAR ( FOUR AND OMAHA-PARK FIVE PROJECTS)
SERIES 1995
No. R- $
MATURITY INTEREST DATED
DATE RATE DATE CUSIP
September 15, % September 15, 1995
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
AND NO CENTS ($ )
KNOW ALL MEN BY THESE PRESENTS that City of Omaha Parking Facilities
Corporation ("Corporation"), a nonprofit corporation organized under the laws of the State of
Nebraska,_ for value received, promises to pay, but only out of the Bond Fund created under
Article V of the Indenture-of Trust dated as of September 1, 1995 (the "Indenture") by and
between Corporation and FirsTier Bank-Omaha, N.A., as trustee ("Trustee"), to the order of
the-Registered Owner identified above, or registered assigns, on the Maturity Date specified
above, upon surrender hereof, the Principal Amount specified above, and in like manner to pay
interest on said sum from the Dated Date specified above at the Interest Rate per annum
01/160667.4
�1
specified above (based on a year of 360 days and twelve 30-day months) per annum
semiannually on March 15 and September 15 of each year, commencing on March 15, 1996,
until said principal sum is paid, except as the provisions hereinafter set forth with respect to
redemption of this Bond prior to maturity may become applicable hereto. Both principal of and
interest on this Bond are payable in lawful money of the United States of America. Payment
of principal shall be made at the corporate trust office of Trustee in Omaha, Nebraska or its
successor. Payment of interest on any Bond interest payment date shall be made to the '
Registered Owner hereof as of the Record Date (defined in the Indenture) and shall be paid (i)
by check or draft mailed on the Bond interest payment date to the Registered Owner as of the
close of business on the Record Date at its address as it appears on the registration books of
Corporation kept by Trustee on the Record Date or at such other address as is furnished to
Trustee in writing by such Registered Owner not later than the close of business on the Record
Date or (ii) by wire transfer to the Registered Owner of $1,000,000 in aggregate principal
amount of the Bonds upon written notice by the Registered Owner given to Trustee not later than
the close of business on the Record Date.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS
SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE. •
The Bonds are not a debt of the City of Omaha, Nebraska or a pledge of its faith and
credit but, together with interest thereon, are payable solely from the Rental Payments.
This Bond shall not be valid for any purpose until the Certificate of Authentication hereon
shall have been signed by Trustee.
IN WITNESS WHEREOF, Corporation has caused this Bond to be executed in its name
by the manual or facsimile signature of its President, to be impressed with its corporate seal and
to be attested by the manual or facsimile signature of its Secretary, all as of this 15th day of
September, 1995.
(SEAL) CITY OF OMAHA PARKING
FACILITIES CORPORATION
ATTEST:
By
President
By
Secretary
•
(e;
01/160667.4 A-2
•
FORM OF REVERSE OF BOND
This Bond is one of an authorized issue of bonds limited to and in the total amount of
Eight Million Four Hundred Seventy-five Thousand Dollars and No Cents ($8,475,000) (the
"Bonds"), dated as even date and like tenor except as to maturity date and interest rate, issued
for the purpose of providing funds for the acquisition, construction, furnishing and equipping
of two public parking garages (the "Projects"), which are leased to the City of Omaha, Nebraska
("City"). The Projects have been leased to City under the Lease-Purchase Agreement dated as
of September 1, 1995 (the "Agreement") by and between Corporation and City. The principal
of and interest on the Bonds are to be paid out of Rental Payments (as that term is defined in
the Agreement) payable by City pursuant to the Agreement, which Rental Payments have been
assigned to Trustee under the Indenture, under which this Bond is issued; the provisions of the
Indenture, govern the rights of the owners of the Bonds. The Rental Payments are in an amount
sufficient to pay the principal of and interest on the Bonds as the same become due.
The Bonds maturing on and after September 15, 2006 are subject to redemption by
Corporation from any source, in whole at any time or in part, on any interest payment date, in
such order of maturities as determined by Corporation (and by lot or other random selection
method within a maturity) on or after September 15, 2005 at the redemption prices (expressed
as a percentage of principal amount of the Bonds to be redeemed), respectively, set forth below,
plus accrued interest to the date of redemption:
Redemption Period (dates inclusive) Redemption Price
September 15, 2005 to September 14, 2006 102%
September 15, 2006 to September 14, 2007 101
September 15, 2007 and thereafter 100
The Bonds maturing September 15, 2015 are subject to mandatory redemption from Basic
Rent sinking fund payments prior to their respective maturity dates, by lot (or other random
selection method) selected by Trustee, at a price of par, without premium, on September 15,
2011 and on each September 15 thereafter in the years and the principal amounts set forth
below:
Year Principal Amount
2011 - $
2012
2013
2014
2015 (maturity)
01/160667.4 A-3
The Bonds, of whatever maturity, shall also be subject to redemption, in whole, at any
time in the event of damage to or destruction of one or both of the Projects or the condemnation .
thereof and the election by City that any proceeds resulting from such damage, destruction or
condemnation award shall not be used to rebuild or restore the affected Project or Projects; any
such redemption shall be at the principal amount of the Bonds equal to the ratio of the dollar
amount of such damage, destruction or condemnation award to the principal amount of the Bonds
then Outstanding, without premium, plus accrued interest to the redemption date.
If a Bond in book-entry-only form is to be called for redemption, notice will be mailed
to the Depository not less than 30 days nor more than 60 days prior to the redemption date. If
a Bond not in book-entry-only form is to be called for redemption, notice will be given by
mailing a copy of the redemption notice by first class mail not less than 30 days prior to the date
fixed for redemption to the registered owner of each Bond to be redeemed at the address shown
on the'registration books of Corporation kept by Trustee. All maturities of the Bonds so called
for redemption will cease to bear interest after the specified redemption date, provided funds for
their redemption are on deposit at the place of payment at that time.
This Bond is transferable by the registered owner hereof by execution of an assignment
in the form appearing on this Bond, and upon delivery of this Bond and completed assignment
to Trustee, but subject to the limitations imposed by law and upon payment of all charges
incurred by Corporation and Trustee.
TRUSTEE'S CERTlr'ICATE OF AUTHENTICATION .
This Bond is one of the bonds designated herein and issued under the provisions of the
within-mentioned Indenture.
•
• Date: FIRSTIER BANK OMAHA, N.A., Trustee
By
Authorized Officer
,
e
01/160667.4 A-4r.
EXHIBIT B
FORM OF REQUISITION
01/160667.4
Requisition No.
REQUISITION FROM ACQUISITION FUND FOR
CITY OF OMAHA PARKING FACILITIES CORPORATION.
LEASE REVENUE BONDS
(OMAHA-PARK FOUR AND OMAHA-PARK FIVE PROJECTS)
SERIES 1995
TO: FirsTier Bank Omaha, N.A., Trustee
FROM: City of Omaha Parking Facilities Corporation
Pursuant to Section 6.03 of the Indenture of Trust (the "Indenture") dated as of
September 1, 1995 by and between City of Omaha Parking Facilities Corporation
("Corporation") and you, you are hereby directed to disburse from the Acquisition Fund referred
to in the Indenture (the "Acquisition Fund") the amount indicated below.
1. The name and address of the person, firm or corporation to whom payment is
due:
2. Amount to be disbursed: $
Previous disbursements
Cumulative disbursements after this requisition $
3. The disbursement herein requested is for expenses properly incurred, pursuant to
Sections 6.02(1) and (2) of the Indenture, and is a proper charge against the Acquisition Fund
and has not been the basis of any previous disbursement.
4. A bill or bills or other evidence of each such obligation of Corporation is hereby
attached.
•
s
01/160667.4 r'`_ •
Dated this day of , 19 .
CITY OF OMAHA PARKING FACILITIES
CORPORATION
By
Title
•
•
01/160667.4 B-2 t' '
EXHIBIT C
FORM OF BLANKET ISSUER
LETTER OF REPRESENTATIONS
•
01/160667.4 '
, .
Blanket Issuer Letter of Representations
[To be Completed by Issuer)
•
City of Omaha Parking Facilities Corporation
[Name of Issuer]
•
September , 1995
[Date]
Attention: Underwriting Department— Eligibility
The Depository Trust Company
55 Water Street; 50th Floor
New York, NY 10041-0099
Ladies and Gentlemen: •
This letter sets forth our understanding ‘‘ith respect to all issues (the "Securities") that Issuer •
shall request be made eligible for deposit by The Depository Trust Company("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance
with DTC's Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply
with the requirements stated in DTC's Operational Arrangements, as they may be amended from
time to time.
•
Note: Very truly yours,
Schedule A contains statements that DTC believes
accurately describe DTC, the method of effecting book-
entry transfers of securities distributed through DTC,and City of Omaha Parking Facilities Corporation
certain related matters. (Issuer)
By:
(Authorized Officer's Signature)
Received and Accepted: City of Omaha Parking Facilities Corporation
City of Omaha Planning Department
THE DEPOSITORY TRUST COMPANY Suite 1100
1819 Farnam Street
Omaha, NE
By:
•
SCHEDULE A
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC—bracketed material may be applicable only to certain•issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the
securities (the "Securities"). The Securities will be issued as fully-registered securities registered in the
name of Cede & Co. (DTC's partnership nominee). One fully-registered Security: certificate will be
issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will
be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds S200
million, one certificate will be issued with respect to each 8200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal amount of such issue.)
2. DTC is a limited-purpose trust company organized under the New York Banking Law, a '"banling
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 ("Participants") deposit with DTC. DTC also facilitates •
the settlement among Participants 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"). The Rules applicable to DTC and its Participants
are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Securities on DTC's records. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct 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 prodding 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 ownership interests in the
Securities are to be accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests
in Securities,except in the event that use oldie book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Participants with DTC are registered
in the name.of DTC's partnership nominee, Cede & Co. The deposit of Securities with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of
the Direct Participants to whose accounts such Securities 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.
E
5. 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.
• [6. Redemption notices shall be sent to Cede & Co. If less than all of the Securities within an issue are•
being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.]
7. Neither DTC nor Cede & Co. will consent or vote with respect to Securities. Under its usual
procedures, DTC mails an Omnibus Prow to the Issuer as soon as possible after the record date. The
Omnibus Prow assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose
•
accounts the Securities are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
8. Principal and interest payments on the Securities will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on payable date in accordance with their respective holdings shown on
. DTC's records unless DTC has reason to believe that it will not receive payment on payable date.
Payments by Participants to Beneficial Owners VAll 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 Agent, or the. -
Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the Issuer or the Agent, disbursement
of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. •
[9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through
its Participant,to the [Tender/Remarketing]Agent, and shall effect delivery of such Securities by causing
the Direct Participant to transfer the Participant's interest-in the Securities, on DTC's records, to the
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with a
demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in
the Securities are transferred by Direct Participants on DTC's records.]
10. DTC may discontinue providing its services as securities depository with respect to the Securities
at any time by giving reasonable notice to the Issuer or the Agent. Under such circumstances, in the
event that a successor securities depository is not obtained, Security certificates are required to be
printed and delivered.
11. The Issuer may decide to discontinue use of the system of book-entry transfers through DTC(or
a successor securities depository). In that event, Security certificates will be printed and delivered.
12.The information in this section concerning DTC and DTC's book-entry system has been obtained
from sources that the Issuer believes to be reliable, but the issuer takes no responsibility for the
accuracy thereof.
•
•
•
LxJ
•
,:- a . , -
t. .t ._ i
E _ =` PRBLIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 12,1995
- , v NEW ISSUE • RATINGS: Moody's:
'_ m BOOK-ENTRY-ONLY Standard&Poor's:
E (Sec"RATINGS' herein)
w >, U r,
O a .n
o = In the opinion of Bond Counsel,under Basting laws,regulations,rulings and judicial decisions,interest on the Bonds is excluded from gross income of the owners thereof
-E •n 3 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,creeps that such
E •
y d interest must be included in the "adjusted current earnings"of certain corporations for purposes of calculating alternative minimum taxable income. Bond Counsel also is of the
•,, :: opinion that,under casting laws of the State of Nebraska,such interest it exempt from Nebraska state income taxation as long as it is exempt for purposes of the federal income tax.
o F6 See"LEGAL MATTERS-Tax Exemption"herein.
N
2 H
p $8,475,000*
d
o - d CITY OF OMAHA PARKING FACILITIES CORPORATION
.` 5 LEASE REVENUE BONDS
c o 0
(OMAHA-PARK FOUR AND OMAHA-PARK FIVE PROJECTS)
d - o SERIES 1995
E., = o
o
uu Dated: September 15, 1995 - Due: September 15,as shown below
m
r
The Series 1995 Bonds(the'Bonds")are issuable in fully registered form in the denominations of$5,000 and integral multiples thereof. Interest is payable semiannually
>. 3 on March 15 and September 15 of each year,commencing March 15, 1996,by check,draft or wire of the trustee on each interest payment date to the registered owner as of the
d E applicable record date as shown on the books of registration of the Corporation(as hereinafter defined)maintained by FirsTier Bank Omaha,N.A.,as Trustee and Paying Agent.
° Principal of the Bonds is payable upon presentation and surrender of the Bonds at the corporate office of the Trustee,in Omaha,Nebraska. The Bonds are subject to optional
redemption,mandatory sinking fund redemption and extraordinary optional redemption prior to maturity,as more fully set forth herein.
d r in
oo .. m 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
e w 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
E �'gO institutions on the books of DTC as described herein. Purchasers will not receive certificates evidencing the Bonds. Principal of,premium,if any,and interest on the Bonds will
c 2 > 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
`o •4g 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,
°, `a„ 1;-' if any,and interest on such Bonds. Sec'THE BONDS—Book-Entry-Only System"herein.
N
a) =
c . The Bonds are being issued to provide funds for the City of Omaha Parking Facilities Corporation(the"Corporation")to pay all or a portion of the costs of acquiring,
°e o 1"' constructing,furnishing and equipping two public parking garages to be located in the City of Oinaha,Nebraska.
m ° o
E = o MATURITY SCHEDULE'
2 5 :TE
$5,470,000 Serial Bonds
•V b .
mo s; Maturity Date Principal Interest Price or Maturity Date Principal Interest Price or
d = 3 (September 15) Amount Rate Yield (September 15) Amount Rate Yield
v °
F co x o 1996 5265,000 2004 S370,000
• c 2 % 1997 275,000 2005 390,000
d Zi
•0 '0 °-' 1998 285,000 2006 410,000
E a c3i 1999 295,000 2007 430,000
o 0 w
o 2 . 2000 310,000 2008 450,000
E, a 2001 320,000 2009 475,000
c 3
E o a 2002 335,000 2010 505,000
o 2 .2
2 a n 2003 355,000 .
t~
a
U rr
c
$3,005,000' %Term Bonds due September 15,2015
"(Price %Plus Accrued Interest)
c
r'•°
.L = E The Bonds are being issued pursuant to the provisions of an Indenture of Trust dated as of September 1, 1995 by and between City of Omaha Parking Facilities
,.=ti Corporation(the'Corporation")and the Trustee. THE BONDS ARE NOT A DEBT OF THE CITY OF OMAHA,NEBRASKA OR A PLEDGE OF ITS FAITH AND CREDIT.
L p BUT ARE PAYABLE SOLELY FROM THE CASH RENTALS TO BE PAID BY THE CITY OF OMAHA,NEBRASKA UNDER A LEASE-PURCHASE AGREEMENT
c = ° DATED AS OF SEPTEMBER 1, 1995 BY AND BETWEEN THE CORPORATION AND THE CITY.
c
•
S •c This cover page contains information for convenient reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain
e _ information essential and material to the making of an informed investment decision.
O =r 3
m 3 The Bonds are being offered when,as and if issued by the Corporation and accepted by the Underwriters,subject to the approval of legality of the Bonds by
E o c
c Kutak Rock,Bond Counsel,and to certain other conditions. Certain matters will be passed upon for the Underwriters by their counsel,Kutak Rock. It is expected that delivery
•O 3 of the Bonds will be made on or about September , 1995,at DTC against payment therefor.
c r o
•- 4 .n
o E _
s
c
'a °
Q O KIRKPATRICK PETTIS
FIRSTIER BANK,NATIONAL ASSOCIATION SMITH BARNEY INC. DAIN BOSWORTH INCORPORATED
d - ° CHILES HEWER DIVISION
&5 °
., 2i
Q
•6. ,o :a y Dated: September , 1995 •
4 = y .a
O
t._ _ *Preliminary;subject to change.
a c.. ."
°
•) H 2 y
- o
E U -
P ...-2 3 c°i
01/161215.5 •
r
No dealer, broker, salesperson or other person has been authorized by the City, the Corporation or the
Underwriters to give any information or to make any representations in connection with the Bonds or the matters
described herein, other than those contained in this Official Statement, and, if given or made, such other
information or representations must not be relied upon as having been authorized by the City, the Corporation or
the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person
to make such offer,solicitation or sale. The information and expressions of opinion contained herein are subject
to change,without notice,and neither the delivery of this Official Statement, nor any sale made hereunder,shall,
under any circumstances,create any implication that there has been no change in the matters described herein since
the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein
and may not be reproduced or used,in whole or in part, for any other purpose. The Underwriters may offer and
sell Bonds to certain dealers and others at prices lower than the offering prices stated'on the cover page hereof.
The offering prices may be changed from time to time by the original purchasers.
TABLE OF CONTENTS
INTRODUCTION 1 THE AGREEMENT 9
THE CORPORATION 1 THE INDENTURE 11
THE PROJECTS 2 UNDERWRITING 13
ESTIMATED SOURCES AND USES OF CONTINUING DISCLOSURE 14
FUNDS 2 LITIGATION 14
SECURITY FOR THE BONDS 3 LEGAL MATTERS 14
THE BONDS ' 4 Tax Exemption 14
Description of the Bonds 4 Statutory Property Tax Receipts Limitation . . 15
Place of Payment 4 Revaluation of Residential Real Property . . . 16
Book-Entry Only System 4 Legal Opinions 16
Optional Redemption 7 RATINGS 16
"Mandatory Sinking Fund Redemption 7 FINANCIAL STATEMENTS 17
Extraordinary Optional Redemption 8 MISCELLANEOUS 17
Additional Bonds 8 APPENDIX A—City of Omaha
Refunding Bonds 9 APPENDIX B—Form of Letter Agreement
THE LEASE 9 APPENDIX C—Form of Opinion of Bond Counsel
IN CONNECTION WITH THEIR REOFFERING OF 1HJ BONDS, 1'Hl UNDERWRITERS OF ME
BONDS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN MARKET
PRICES OF THE, BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN TM,
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
01/161215.5
•
O11141CIAL STATEMENT
$8,475,000*
CITY OF OMAHA PARKING FACILITIES CORPORATION
LEASE REVENUE BONDS
(OMAHA-PARK FOUR AND OMAHA-PARK FIVE PROJECTS)
SERIES 1995
INTRODUCTION
This Official Statement and the cover page (excluding prices) are furnished in connection
with the offering by City of Omaha Parking Facilities Corporation, a nonprofit corporation
organized under the laws of the State of Nebraska (the "Corporation") of$8,475,000* aggregate
principal amount of its Lease Revenue Bonds (Omaha-Park Four and Omaha-Park Five
Projects), Series 1995, to be issued pursuant to the Indenture of Trust dated as of September 1,
1995 (the "Indenture") by and between the Corporation and FirsTier Bank Omaha, N.A.,
as trustee and paying agent (the "Trustee").
The proceeds of the Bonds will be provided to the Trustee for deposit in the Acquisition
Fund pursuant to the Indenture and used to finance all or a portion of the costs of acquisition,
construction, furnishing and equipping of two public parking garages, one such garage to be
located at 10th and Jackson Streets, Omaha, Nebraska, known as Omaha-Park Four (the
"Omaha-Park Four Project") and the other such garage to be located adjacent to the Omaha
Civic Auditorium at 1804 Capitol Avenue, Omaha, Nebraska, known as Omaha-Park Five (the
"Omaha-Park Five Project" and, collectively with the Omaha-Park Four Project, the "Projects").
The Bonds will be secured by'a pledge of the cash rents payable by the City of Omaha,
Nebraska (the "City") under the Lease-Purchase Agreement dated as of September 1, 1995 (the
"Agreement") by and between the Corporation and the City and assigned by the Corporation to
the Trustee under the Indenture. The Trustee will receive such cash rentals and act as paying
agent for the Bonds.
THE CORPORATION
The Corporation was incorporated on September , 1995 under the Nebraska Nonprofit
Corporation Act, Sections 21-1901 - 21-1991, R.R.S. Neb. 1943, as amended. The only
purpose for which the Corporation was organized is to assist the City with the acquisition,
`Preliminary; subject to change.
01/161215.5
construction, furnishing and equipping of public parking facilities within the geographical
boundaries of the City of Omaha, Nebraska.
The Corporation has three directors, who serve without compensation. Their names and
principal occupations are as follows:
Name and Office Occupation
Gregory A. Peterson, President Assistant Planning Director
for the City of Omaha
Joseph A. Mangiamelli, Vice President Director of the Administrative Services
Department of the City of Omaha
Larry Lahaie, Secretary/Treasurer Public Events Manager for
the City of Omaha
The three directors named above hold office until death or resignation, in which case the
City may designate a successor, but if the City does not designate a successor within 30 days
after the death or resignation, the remaining directors shall appoint a successor.
THE PROJECTS
The Corporation will use the proceeds of the Bonds to pay all or a portion of the costs
of acquiring, constructing, furnishing and equipping the Projects.
The Project sites are owned by the City, which is leasing the Project sites to the
Corporation under the Ground Lease Agreement,dated as of September 1, 1995 (the "Lease")
by and between the City and the Corporation for a term ending on September 15, 2015, at a
rental of$10 per year which was prepaid upon the delivery of the Bonds. See "THE LEASE."
ESTIMATED SOURCES AND USES OF FUNDS
Following are the estimated sources and uses of the Bond proceeds:
Sources of Funds
Bond Proceeds $
Interest from September 15 to date of closing
Total $
01/161215.5 2
The Bonds are payable from and secured solely by the cash rentals payable by the City.
The Corporation has no assets other than the Projects, or revenues other than such cash rentals.
Section 13 of the Agreement contains the following provision:
• City agrees that no delay, failure or insufficiency, for any reason whatsoever
(including, in particular, but without limitation, an insufficiency in the amount of
Bond proceeds to pay the cost of the Projects), in the acquisition, construction or
operation of the Projects, or any part thereof, shall entitle City to terminate this
Agreement or operate in any way to suspend, abate or reduce the Rental
Payments due or to become due under the terms of . . . this Agreement.
THE BONDS
Description of the Bonds
The Bonds, in aggregate principal amount of$8,475,000,* will be dated September 15,
1995, will be issued in fully registered form, and will mature as set forth on the cover page of
this Official Statement. Interest is payable semiannually on March 15 and September 15 of each
year commencing March 15, 1996.
Place of Payment
The principal of the Bonds will be payable in lawful money of the United States of
America at the corporate trust office of FirsTier Bank Omaha, N.A., as trustee and paying agent
(the "Trustee"), in Omaha, Nebraska. Interest on the Bonds will be paid by wire transfer of the
Trustee to the registered owner of$1,000,000 in aggregate principal amount of the Bonds upon
written notice by the registered owner given to the Trustee not later than the close of business
on February 1 or August 1, as the case may be, or by check or draft mailed to the person in
whose name a Bond is registered as of the February 1 or August 1, as the case may be, next
preceding each interest payment date.
Book-Entry Only System
The Depository Trust Company ("DTC"), New York, New York, will act as securities
depository for the Bonds. The Bonds will be initially issued as fully registered securities
registered in the name of Cede & Co. (DTC's partnership nominee). One fully registered Bond
certificate will be issued for each maturity of the Bonds and Will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law,
a "banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
`Preliminary; subject to change.
r r.
01/161215.5 4
Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Direct
Participants") deposit with DTC. DTC also facilitates the settlement among Participants (as
defined hereinafter) of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as securities brokers
and dealers, banks and trust companies that clear through or maintain a custodial relationship
with a Direct Participant either directly or indirectly ("Indirect Participants"). (Direct
Participants and Indirect Participants are referred to herein collectively as the "Participants.")
The Rules applicable to DTC and its Participants are on file with the Securities and Exchange
Commission.
Purchases of the Bonds under the DTC system must be made in authorized denominations
by or through Direct Participants, which will receive a credit for the Bonds on DTC's records.
The ownership interest of each actual purchaser of each Bond (a "Beneficial Owner") is in turn
to be recorded on the Direct Participants' and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their purchase, but Beneficial Owners are
expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of beneficial ownership interest in the Bonds are
to be accomplished by entries made on the books of Participants acting on behalf of Beneficial
Owners. For every transfer and exchange of beneficial ownership interests in the Bonds, DTC
and the Participants may charge the Beneficial 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 (AS HEREINAFTER DEFINED), INCLUDING RECEIPT OF ALL
PAYMENTS OF PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS,
RECEIPT OF NOTICES AND VOTING.
To facilitate subsequent transfers, the Bonds deposited by Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit of the Bonds
with DTC and their registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC will have no knowledge of the actual Beneficial Owners of the Bonds. DTC's
records will reflect only the identity of the Direct Participants to whose accounts such Bonds are
O1/161215.5 5 f c°
credited, which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants
to Beneficial Owners, will be governed by arrangements.among them, subject to any statutory
or regulatory requirements as may be in effect from time to time.
Redemption notices will be sent to Cede & Co. If less than all of the Bonds are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its
usual procedures, DTC mails an Omnibus Proxy to the City, as issuer of the Bonds, as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Principal, premium, if any, and interest payments on the Bonds will be made by the
Paying Agent to DTC. DTC's practice is to credit Direct Participants' accounts on payment
dates in accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on a payment date. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC, the Trustee, the
Corporation or any other party under the Indenture, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal, premium, if any, and
interest to DTC is the responsibility of the Trustee, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to the Corporation and the Trustee. Under such
circumstances, in the event that a successor securities depository is not obtained, Bond
certificates are required to be delivered as described in the Indenture.
Upon (i) the written direction of the Corporation or (ii) the written consent of 100% of
the Bondholders, the Trustee shall withdraw the Bonds from DTC and authenticate and deliver
Bond certificates fully registered to the assignees of DTC or its nominee. If the request for such
withdrawal is not the result of any Corporation action or inaction, such withdrawal, authorization
and delivery shall be at the cost and expense of the persons requesting such withdrawal,
authentication and delivery.
01/161215.5 6
Redemption Period
(dates inclusive) Redemption Price
September 15, 2005 to September 14, 2006 102%
September 15, 2006 to September 14, 2007 101
September 15, 2007 and thereafter 100
Mandatory Sinking Fund Redemption
The Bonds maturing September 15, 2015 are subject to mandatory sinking fund
redemption from cash rental sinking fund payments prior to their respective maturity dates, by
lot (or other random selection method) selected by the Trustee, at a price of par, without
premium, on September 15, 2011, and on each September 15 thereafter in the years and
principal amounts set forth below:
Year Principal Amount
2011 $
2012
2013
2014
2015 (maturity)
To the extent that such Bonds have been previously called for redemption in part and
otherwise than from the sinking fund, each related aforesaid annual sinking fund payment for
the Bonds of such maturity shall be reduced by the amount obtained by multiplying the principal
amount of such Bonds of such maturity so called for redemption, by the ratio which each annual
sinking fund payment for the Bonds of such maturity bears to the total sinking fund payments
of such Bonds subject to sinking fund redemption, and by rounding each sinking fund payment
to the nearest $5,000 multiple.
In case a Bond subject to sinking fund redemption is of a denomination larger than
$5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed, but Bonds
shall be redeemed only in the principal amount of$5,000 each or any integral multiple thereof.
On or before the thirtieth day prior to each such sinking fund payment date, Trustee shall
proceed to select for redemption (by lot in such manner as Trustee may determine), from all
outstanding Bonds subject to sinking fund redemption, a principal amount of such Bonds equal
to the aggregate principal amount of such Bonds redeemable with the required sinking fund
payment, and shall call such Bonds or portions thereof ($5,000 or any integral multiple thereof)
for redemption from such sinking fund on the next September 15, and give notice of such call.
01/161215.5 8
1
Extraordinary Optional Redemption
The Bonds are also subject to redemption at any time, in whole or in part, in the event
of damage to or destruction to one or both of the Projects or condemnation thereof and election
by the City that the proceeds of such damage, destruction or condemnation shall not be used to
rebuild or restore the affected Project or Projects. Any such redemption shall be at a principal
amount of the Bonds equal to the ratio of the dollar amount of such damage, destruction or
- condemnation award to the principal amount of the Bonds then outstanding, plus accrued interest
to the redemption date.
Additional Bonds
Additional Bonds on parity with the Bonds may be issued only if the Agreement is
amended to increase the cash rentals payable by the City to provide sufficient funds at the times
and in the amounts necessary to pay principal of and interest when due on both the outstanding
Bonds and the proposed Additional Bonds.
Refunding Bonds
Other Bonds to refund all or any of the Bonds may be issued at any time so long as the
cash rentals payable by the City are sufficient to cover the principal and interest requirements
on all Bonds outstanding, including the refunding Bonds.
THE LEASE
Following is a summary of certain provisions of the Lease. Reference should be made
to the Lease itself for a complete statement of its provisions.
Pursuant to the Lease, the City agrees to lease to the Corporation the respective parcels
of land upon which the Projects will be constructed, in consideration of which the Corporation
agrees to pay the City rent in the amount of $10.00 per year, to and including September 15,
2015, when the Lease expires by its terms.
Upon the expiration of the Lease, the Corporation will return the land, together with any
buildings or improvements thereupon, to the City.
The Lease is binding upon any successors or assigns of the City or the Corporation.
•
01/161215.5 9 • 'J.
i
THE AGREEMENT
Following is a summary of certain provisions of the Agreement. Reference should be
made to the Agreement itself for a complete statement of its provisions.
Term. The term of the Agreement is for 20 years and 14 days, beginning on
September 1, 1995 and ending on September 15, 2015.
Rental. The City agrees to pay to the Corporation cash basic rent in the amounts and
on or before the dates shown in the Agreement. The due dates of the cash rental payments are
the principal and interest payment dates of the Bonds, and the amount of each rental installment
is equal to the principal and interest next due. The City agrees that the cash rent shall be net
to the Corporation and that all costs, expenses and obligations of every kind which may arise
or become due with respect to the Projects during the term of the Agreement shall be paid by
the City.
Assignment of Rentals. The Trustee is the assignee of all of the Corporation's rights to
collect basic rent due under the Agreement, and such basic rent shall be paid by the City directly
to the Trustee for the benefit of the owners of the Bonds.
Prepayment. The City has the right to prepay the basic rent at any time and without
penalty and thereby purchase the Projects upon 30 days' prior written notice to the Corporation,
provided that the City is not in default under the Agreement. Any such prepayment must be in
an amount sufficient to pay the principal of all outstanding Bonds, plus redemption premium,
if any, and accrued interest, if any, to the first permitted redemption date.
Additional Payments by City. As additional rental, the City has agreed to pay all taxes
on the Projects and all utility charges incurred in the operation, maintenance and use of the
Projects, the fees and expenses of the Trustee under the Indenture and the expenses of any audit
or examination of the Corporation's records requested by the City.
Repairs and Maintenance. The City has agreed, at its own expense, to put and maintain
the Projects in good and safe order and condition and to make all necessary repairs required for
any reason.
Insurance, Damage or Destruction. The City has agreed:
(a) to obtain and keep in force during the term of the Agreement fire and
extended-coverage insurance with respect to the Projects in an amount at least equal to
the full insurable value thereof, with the City, the Corporation and the Trustee, as their
interests may appear, to be named as insured parties, but with any loss to be adjusted by
and paid to the City so long as the City is not in default;
01/161215.5 10
No Right of Surrender by the City. The City has no right to surrender the Projects to
the Corporation, and no abandonment of the Projects or failure or inability of the City to use
the Projects at any time shall relieve the City of its obligation to pay the agreed rentals for the
entire term of the Agreement.
Conveyance of Project to the City. The Corporation has agreed to convey the Projects
to the City upon full payment of the rentals due under the Agreement.
Default. The Corporation has the right to terminate the Agreement and take possession
of the Projects in the event the City defaults in the performance of any of its obligations under
the Agreement and such default continues for a period of 30 days after written notice to the City.
No such termination shall operate to relieve the City of its obligation to the Corporation to pay
the cash rentals due under the Agreement, and the City shall continue to be liable for payment
of the basic cash rent.
Donations Held as Trust Fund. The City has agreed that any donation received by the
City to assist in acquiring, constructing, furnishing and equipping the Projects shall be held in
trust and (unless the use is otherwise specified by the donor) used only to satisfy the City's
obligations under the Agreement, to apply to the purchase of the Projects from the Corporation
and to pay costs of acquiring the Projects.
THE INDENTURE
•
Following is a summary of certain provisions of the Indenture not summarized elsewhere
in this document. Reference should be made to the Indenture itself for a complete statement of
its provisions.
Investment of Funds. All moneys held by the Trustee for the credit of any fund or
account under the Indenture shall be invested and reinvested by the Trustee upon the written
direction of the Corporation, but only in investments authorized by Reissue Revised Statutes of
Nebraska, 1943, Section 14-563, viz. securities of the United States, the State of Nebraska, the
City, Douglas County, Nebraska, a school district of the City, municipality owned and operated
public utility property and parts of the City, and certificates of deposit from and time deposits
in bank or capital stock financial institutions selected as depositories of City funds, provided that
moneys deposited from cash rental payments to the credit of the Bond Fund shall only be
invested and reinvested by the Trustee in direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of America. Any such
investment shall mature at such time and in such amounts so that funds will be available when
required. Income from all investments shall be credited to the fund from which the investment
was made.
Amendment of Indenture. An amendment which would extend the maturity of or reduce
the interest rate on any Bond or affect the pledge and assignment of the cash rentals payable by
the City or permit any priority of any Bond over any other Bond or reduce the percentage of
01/161215.5 12 .
to the Corporation by the Trustee, or by the owners of not less than 20% in aggregate
principal amount of Bonds outstanding.
Default Remedies. Upon the occurrence of an event of default under the Indenture, the
Trustee may, and upon the written request of the owners of 20% in principal amount of the
Bonds, shall, accelerate the principal of and the interest on the Bonds. The Trustee may rescind
its declaration of acceleration and waive any default under the Indenture under certain
circumstances. The owners of not less than 20% in principal amount of Bonds then outstanding
shall have the right to request the Trustee, upon being indemnified to its satisfaction, to exercise
any remedies available under the Agreement and, to the extent consistent therewith, may sell,
lease or manage any portion of the Projects and apply the net proceeds thereof as provided in
the Indenture and, whether or not it has done so, proceed to take any other steps needful for its
protection and that of the owners of the Bonds subject to the right in all events of the owners
of a majority in principal amount of Bonds outstanding to direct the Trustee's action.
UNDERWRITING
Under a Bond Purchase Agreement (the "Bond Purchase Agreement") entered into by the
Corporation and Kirkpatrick, Pettis, Smith, Polian, Inc.; FirsTier Bank, National Association;
Smith Barney Inc./Chiles Heider Division; and Dain Bosworth Incorporated, as Underwriters
(the "Underwriters"), the Bonds are being purchased at a price of $ . The Agreement
provides that the Underwriters will purchase all of the Bonds if any are purchased. The
obligation of the Underwriters to accept delivery of the Bonds is subject to various conditions
contained in the Bond Purchase Agreement, including the absence of pending or threatened
litigation questioning the validity of the Bonds or any proceedings in connection with the
issuance thereof and the absence of material adverse changes in the financial or business
condition of the Corporation or the City.
The Underwriters intend to offer the Bonds to the public initially at the offering prices
set forth on the cover page of this Official Statement, which prices may subsequently change
without any requirement of prior notice. The Underwriters reserve the right to join with dealers
and other underwriters in offering the Bonds to the public. The Underwriters may offer and sell
Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices
lower than the public offering price.
CONTINUING DISCLOSURE
The City has entered into an undertaking (the "Undertaking") for the benefit of the
holders of the Bonds to send certain financial information and operating data to certain
information repositories annually and to provide notice to the Municipal Securities Rulemaking
Board or certain other repositories of certain events, pursuant to the requirements of
Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R.,
§ 240.15c2-12) (the "Rule"). See APPENDIX B—FORM OF LETTER AGREEMENT.
O1/161215.5 14
•
The City's Undertaking is its first under the Rule. A failure by the City to comply with
the Undertaking will not constitute an Event of Default under the Indenture or the Agreement,
although any Bondholder will have any available remedy at law or in equity, including seeking
specific performance by court order, to cause the City to comply with its obligations under the
Undertaking. Any such failure must be reported in accordance with the Rule and must be
considered by any broker, dealer or municipal securities dealer before recommending the
purchase or sale of the Bonds in the secondary market. Consequently, such a failure may
adversely affect the transferability and liquidity of the Bonds and their market price.
LITIGATION
No litigation is pending or, to the knowledge of the Corporation, threatened in any court
to restrain or enjoin the issuance or delivery of any of the Bonds or in any way contesting or
affecting the validity of the Bonds, the related resolution of the Corporation, the Agreement, the
Indenture, or the City's related ordinance, or contesting the powers or authority of the
Corporation to issue the Bonds or to adopt the related resolution or of the city to execute and
deliver the Agreement or pass its related ordinance.
LEGAL MATTERS
Tax Exemption
In the opinion of Kutak Rock, Bond Counsel, to be delivered at the time of original
issuance of the Bonds, under existing laws, regulations, rulings and judicial decisions, interest
on the Bonds is (a) excluded from gross income for federal income tax purposes and (b) is not
a specific item of tax preference for purposes of the federal alternative minimum tax imposed
on individuals and corporations. Interest on the Bonds, however, will be included in the
"adjusted current earnings" (i.e., alterative minimum taxable income as adjusted for certain
items including those items that would be included in the calculation of a corporation's earnings
and profits under Subchapter C of the Internal Revenue Code of 1986, as amended(the "Code"))
of certain corporations for taxable years beginning after 1989 and such corporations are required
to include in the calculation of alternative minimum taxable income 75% of the excess of each
such corporation's adjusted current earnings over its alternative minimum taxable income
(determined without regard to this adjustment and prior to reduction for certain net operating
losses).
The opinions set forth above are subject to continuing compliance by the City and the
Corporation with their respective covenants regarding federal tax laws in the Ordinance and the
Indenture. 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, corporations (including S corporations, foreign corporations operating
01/161215.5 15 "�*
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.
Revaluation of Residential Real Property
The Douglas County Assessor has completed two years of a three-year project to revalue
residential real property in Douglas County to provide for equalization of assessments of such
property for taxation in compliance with the Constitution and statutes of the State. In 1994, the '
State Board of Equalization and Assessment also imposed a general 10% valuation increase on
residential real property in Douglas County for assessment equalization purposes. The initial
valuation increases were effective for ad valorem taxes levied in 1994 for collection in 1995.
The general effect of the revaluations is to shift to owners of residential real property a portion
of the property tax burden previously shouldered by the owners of other classes of real property,
such as business and agricultural properties. In order to avoid a windfall of property tax
revenues from the general 10% valuation increase, Douglas County, after making allowance for
actual growth in taxable real and personal property, set its 1994 levy at a level designed to limit
1995 collections to an amount estimated not to exceed the amount that would have been collected
but for such revaluation. The levies with respect to each separate issue of the Bonds will be set
in accordance with the revaluations.
Legal Opinions
Legal matters incident to the authorization and issuance of the Bonds are subject to the
unqualified approving opinion of Kutak Rock, Bond Counsel, a copy of whose approving opinion
will be delivered with the Bonds. See "APPENDIX C—FORM OF OPINION OF BOND
COUNSEL." Certain legal matters will be passed upon for the Underwriters by their counsel,
Kutak Rock.
RATINGS
Moody's Investors Service ("Moody's") and Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. ("S&P"), have assigned the Bonds the ratings of " " and " ,"
respectively. Such credit ratings of the Bonds by Moody's and S&P reflect only the views of
such credit rating agencies. An explanation of the significance of such credit ratings may be
obtained from Moody's or S&P, as the case may be. There is no assurance that such credit
ratings will continue for any given period of time or that they will not be reviewed or withdrawn
entirely by such credit rating agencies, if in their judgment circumstances so warrant. Neither
the City nor the Underwriters have undertaken any responsibility-either to bring to the attention
of the owners of the Bonds any proposed change in or withdrawal of such credit ratings or to
oppose any such proposed revision. Any such downward change in or withdrawal of such credit
ratings may have an adverse effect on the market price of the Bonds.
01/161215.5 17 `�
•
FINANCIAL STATEMENTS
The audited financial statements for the City for the fiscal year ended December 31, 1994
are included in this Official Statement as a part of Appendix A and should be read in their
entirety. Financial statements for the City for fiscal years ending prior to December 31,
1994 are available for inspection at the offices of the City in Omaha, Nebraska. The financial
statements of the City as of December 31, 1994 included as Appendix A of this Composite
Official Statement have been audited by Deloitte & Touche, L.L.P. and Hayes & Associates,
independent certified public accountants, as stated in their report appearing therein.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of
estimates, whether or not so expressly stated, are set forth as such and not as representations of
fact, and no representation is made that any of the estimates will be realized. This Official
Statement is not to be construed as a contract or agreement between the Corporation and the
purchasers or owners of any of the Bonds.
The information contained in this Official Statement has been taken from the City, DTC
and other sources considered to be reliable, but is not guaranteed. To the best of the knowledge
of the undersigned, this Official Statement does not include any untrue statement of a material
fact, nor does it omit the statement of any material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances under which they were
•
made, not misleading.
The execution and delivery of this Official Statement have been duly authorized by the ,
Corporation as of the date shown on the cover hereof.
CITY OF OMAHA PARKING
FACILITIES CORPORATION
By
President
01/161215.5 18 g a
•
APPENDIX A
CITY OF OMAHA
CITY OF OMAHA—General Information
Form of Government
Omaha operates with a Mayor-Council form of government. As a home-rule city, Omaha
has all of the powers available to a home-rule city under the Nebraska Constitution. The Mayor
and Council, consisting of seven members, are elected for four-year terms. The Mayor is
elected in a city-wide election while the City Council members are elected by district.
City Administration •
The executive and administrative powers of the City are vested in the Mayor, who is
popularly elected for four years on a nonpartisan basis. The Honorable Hal Daub, Omaha's
Mayor, was elected on December 13, 1994 to complete the term ending in June 1997 of the
former Mayor who resigned in September 1994. Mayor Daub assumed his office on January 9,
1995. Prior to December, 1994, 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, most recently, 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 Acting Finance Director of the City,
Louis A. D'Ercole, who assumed the position upon the resignation of the City's former Finance
Director in March 1995. 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 arid national markets. This fact is
substantiated by the growth of population, employment and income during recent years.
01/161215.5
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•
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 662,801 as of
July 1994. Residing within the City itself in 1994 were an estimated 342,862 people.
Transportation
Eleven major airlines and five commuter airlines currently handle flights in and out of
Eppley Airfield. In 1994, 2,561,110 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 1,926,000kW.
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.
01/161215.5 A-2
reservation and direct-response center industry. Currently, there are 27 such firms located
within the City. In total they employ a labor force in excess of 20,000. Major employers in
this group include First Data Resources, Hyatt Reservations, Idelman Telemarketing, Inc.,
Marriott Reservations, Wats Marketing of America, West Telemarketing and 900 Services, Inc.
Omaha is the home of 32 insurance companies, including Mutual of Omaha, the world's
largest mutual health and accident company, and Woodmen of the World Life Insurance Society,
the largest fraternal life insurance company. The district offices of the Farm Credit System for
Nebraska, Iowa, South Dakota and Wyoming are headquartered in Omaha. The Farm Credit
Bank of Omaha, among the largest in the system, has loans outstanding of over $3.8 billion.
A branch Federal Reserve Bank and 20 commercial banks are located within the city limits of
Omaha.
First Data Resources, Union Pacific Railroad, Northern Natural Gas Company, Peoples
Natural Gas Company and ConAgra, Inc. maintain their headquarters in Omaha.
During 1994, the annual average unemployment rate for the Omaha MSA was, 3.0%,
compared with 6.0% for the United States as a whole. The Omaha MSA unemployment rate
in May 1995 was 2.4%, compared with a rate of 5.8% for the United States as a whole.
CITY OF OMAHA—Selected Economic Indicators
Largest Employers—City of Omaha
August 1994
United States Strategic Command Department of Defense 11,600
First Data Reources Credit Card Processors 7,000
Mutual of Omaha/United of Omaha Insurance 6,200
University of Nebraska Medical Center University,Hospital, Clinics 5,800
Omaha Public Schools School System 5,525
Methodist Health System Health Care 4,800
Union Pacific Railroad Railroad 3,500
U S West Communications Communications 3,200
City of Omaha Municipal Government 3,000
AT&T Network Systems Cable and Wire Division 2,800
Bergan Mercy Health Care 2,600
01/161215.5 A-4 t`
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Omaha MSA Nonagricultural Wage and Salary Employment
1995
First Five
1994 Months
% of % of
Number Total Number Total
Industry
Manufacturing 37,156 10.30 38,016 10.30
Construction and Mining 16,423 4.55 15,861 4.30
Transportation,Communications and Utilities 25,144 6.97 . 25,823 7.00
Trade 88,776 24.60 84,229 24.18
Finance, Insurance and Real Estate 31,868 8.83 32,102 8.70
Services 111,888 31.01 119,601 32.40
Government 49,578 13.74 48,463 13.13
Total 360,833 100.00 369,095 100.01
Source: Estimated annual averages based on place of employment,from Reports of Nebraska Department of Labor,Division of Employment and
Research Statistics.
Omaha MSA Effective Buying Income*
Year Total(000) Per Household
1950 $ 558,006 $ 4,978
1960 966,698 6,856
1970 1,956,095 11,734
1980 4,991,836 21,524
1990 9,527,248 31,166
1991 9,728,236 34,898
1992 10,572,879 35,980
1993 11,001,262 37,227
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.
01/161215.5 A-5 � "
Retail Sales—Douglas County
Retail Retail
Year Sales(000) Year Sales (000)
1977 $1,659,304 1986 $3,163,571
1978 1,771,647 1987 3,074,692
1979 1,848,774 1988 3,311,816
1980 1,873,004 1989 3,481,232.
1981 2,017,847 1990 3,717,333
1982 2,250,087 1991 3,567,814
1983 3,073,914 1992 4,266,146
1984 2,739,494 1993 4,739,758
1985 2,904,388
Source:Sales and Marketing Management.
Banking Activity
Year Bank Clearings Year Bank Clearings
1950 $ 6,833,253,983 1986 $32,704,050,362
1960 9,796,472,675 1987 34,704,749,145
1970 16,751,962,240 1988 39,836,595,615
1980 31,915,078,877 1989 38,372,075,646
1981 37,294,813,955 1990 38,383,435,837
1982 33,933,485,920 1991 38,119,116,503
1983 32,048,543,360 1992 40,931,943,464
1984 32,684,214,958 1993 34,940,684,074*
1985 32,884,571,411 1994 31,868,830,077
Source:Federal Reserve Bank of Kansas City.
'Effective July 1,1993,the Federal Reserve Bank changed its policy with respect to the amounts that are included in this total. The effect of the change
was a reduction in Bank Clearings reported rather than a reduction in activity.
Value of Building Permits—City of Omaha
Year Amount Year Amount
1950 $ 24,105,401 1986 $229,321,621
1960 46,927,523 1987 245,621,274
1970 61,626,242 1988 ' 249,985,556
1980 136,736,312 1989 ' 269,1'68,245
1981 99,180,317 1990 318,473,517
1982 98,758,516 1991 286,025,269
1983 141,773,718 1992 284,328,785
1984 227,776,399 1993 301,972,761
1985 236,167,683 1994 313,879,897
Source:Department of Permits and Inspections,City of Omaha.
01/161215.5 A-6
CITY OF OMAHA—Financial Statistics
City of Omaha General Fund
Statement of Revenue, Expenditures and Changes in Fund Balance
Five Years Ended December 31, 1994
Year Ended December 31
1990 1991 1992 1993 1994
Revenue:
Property taxes $ 39,052,636. $ 40,440,017 S 42,915,687 $42,526,712 . $44,043,664
City sales and use tax 54,829,680 56,694,789 58,505,433 60,931,372 66,875,807
Business taxes 15,649,244 18,115,070 18,963,884 20,957,900 21,610,354
Licenses and permits 2,701,627 2,498,699 2,987,276 3,740,715 4,075,181
Intergovernmental revenue 5,255,936 5,183,680 5,104,383 5,256,442 5,206,806
Charges for services 7,807,466 7,475,075 8,352,013 7,059,864 7,603,140
Investment income 4,530,855 4,705,686 3,398,404 2,312,140 2,357,026
Rents and royalties 780,077 824,541 578,176 428,853 320,148 •
Miscellaneous 409,591 183,282 315,749 372,780 589,431
Total revenue S131,017,112 $136,120,839 $141,121,005 $143,586,778 $152,681,557
Expenditures:
General government 11,240,199 14,382,623 19,394,754 18,444,824 19,918,688
Parks, recreation&public property 16,176,670 16,474,303 12,332,951 12,849,361 13,990,023
Public safety 58,480,036 55,266,989 60,604,640 61,265,388 61,900,314
Public works 12,843,922 14,199,764 16,258,303 14,569,119 13,636,165
Public library 4,720,424 4,639,116 4,525,992 4,798,539 3,992,385
Employee benefits 20,954,105 21,509,669 22,250,349 24,652,517 25,647,435
Lease-purchase agreements 1,754,321 2,987,760 1,857,903 1,841,261 1,950,602 .
Other 5,760,577 3,256,318 2.749,586 2.920,330 5,135,731
Total expenditures $131,930,254 $132,716,542 $139,974,478 5141.341,339 $146,171,343
Excess(deficiency)or revenues ,
over expenditures (913,142) 3,404,297 1,146,527 2.245,439 6,510,214
Other sources(uses)of
financial resources:
Initial credit 2,030,264 1,113,918 1,124,009 1,403,471 1,102,618
Operating transfers(net) 553,861 (3,114,744) (1,167,918) ,(2,187,664) (5.948,869)
Net other sources(uses)
of financial resources 2,584,125 (2,000,826) (43,909) (784,193) (4,846.251)
Excess(deficiency)of revenues
over expenditures and other
sources (uses)of
financial resources* 1,670,983 1,403,471 1,102,618 1,461,246 1,663,963
Fund balance,beginning of year 3,144,182 2,237,927 2,527,480 2,505,089 2,563,864
Residual equity transfer out (546,974) -0- • -0- -0- -0-
Less—initial credit (2,030,264) (1,113,918) (1.124,009) (1.403,471) (1.102,618)
Fund balance,end of year $ 2.237,927 S 2,527,480 $ 2.506,089 $ 2.563.864 $ 3,125,209
Source:Records of the Finance Department,City of Omaha.
*City of Omaha procedure in General Fund budgeting is as follows: at the end of each fiscal year the excess, if any, of revenues and adjustments over expenditures and
encumbrances is determined. Any such excess,less extraordinary transfers out,if any,is used as the initial credit to the General Fund Budget for the second year following
the year in which the excess has arisen.
. " a
01/161215.5 A-7
purchase agreements executed by the City as vendee or as lessee is not chargeable against the
City debt limit.
Under terms of a lease purchase agreement with the Omaha Pollution Control
Corporation, the City is required to pay basic rental of $360,000 annually, payable in
semiannual installments of $180,000. The term of the lease is for a period of 30 years,
terminating in 1997. The payments under this agreement are made from the Sewer Revenue
Fund.
City of Omaha and Local Authorities and Districts.
Revenue and Special Obligation Bonds Outstanding*
as of December 31, 1994
City of Omaha:
Sanitary Sewerage System Revenue Bonds $ 24,300,000
Tax Increment Bonds and Notes 26,633,132
Special Tax Revenue Bonds 3,870,000
Omaha Public Power District 1,020,327,000
Metropolitan Utilities District of the City of Omaha -0- •
Airport Authority of the City of Omaha 60,015,849
Omaha Housing Authority 10,219,000
*Revenue bond indebtedness is not general obligation debt of the City. Principal and interest are paid solely from
revenues arising from'operations of the respective City facilities or of the Authority or District issuing such revenue
bonds. No taxes are levied for payment of either principal or interest. Nor are the Tax Increment Bonds and Notes and •
Special Tax Revenue Bonds referred to above general obligations of the City. Principal and interest are paid (1) either
from that portion of the ad valorem tax on real property in a redevelopment project which is in excess of that portion
of the ad valorem tax upon real property in such redevelopment project produced by the levy at the rate fixed each year
by or for each public body levying a tax in such redevelopment project on the valuation for assessment of the taxable
real property as last certified for the year prior to the providing for division of such taxes pursuant to the redevelopment
plan or (2) from special tax revenues collected pursuant to redevelopment laws.
ANTICIPATED ISSUANCE
In the fourth quarter of 1995, the City plans to issue lease revenue bonds secured on the
same basis as the Bonds in the aggregate principal amount of approximately $16,000,000 to
finance a portion of the cost of improvements-to the City's auditorium and general obligation
bonds in the principal aggregate amount of$14,000,000 to finance various public improvement.
projects of the City.
I
ry
01/161215.5 A-10
AUTHORITY TO LEVY TAXES
•
Under the City Charter, the tax levy of the City in any year for all purposes shall not
exceed the total of (i) $.6125 per $100 of actual taxable value plus (ii) whatever tax levy is
necessary to provide for principal and interest payments on the indebtedness of the City, for the
administrative expenses incurred in issuing and maintaining bonds, and for the satisfaction of
judgments and litigation expenses in connection therewith, plus (iii) whatever amount is required
to finance certain overtime and holiday pay for members of the police force. In addition, the
Omaha-Douglas Public Building Commission Act pursuant to which the Commission issues
bonds empowers the City to levy a tax on all the taxable property in the City, except intangible
property, of$.017 per $100 of actual valuation in excess of the Charter limitation if and to the
extent necessary to make the City's payments to the Commission.
The City's tax levy during its current fiscal year ending December 31, 1995 is shown in
the table below. No separate levy above the Charter limitation was made for payments to the
Omaha-Douglas Public Building Commission. A levy of the additional $.017 authorized by the '
Omaha-Douglas Public Building Commission Act would have meant an additional levy of
$1,714,759. Set forth in the table below is a detailed summary of the property tax levied on real
and personal property in the City.
Total Property Tax Levies in the City of Omaha
(Levied on Real and Tangible Personal Property)
1991 1992 1993 1994 1995
(amount per$100 of actual valuation)
City of Omaha
General Fund $ .4107 $. .4257 $ .4237 $ .4266 $ .4163
Debt Service Fund .2298 .2203 .2176 .2148 .1963
Judgment Fund .0050 .0000 .0044 .0044 .0045
Riverfront Redevelopment Fund .0049 .0044 .0047 .0046 .0046
Total for City of Omaha $ .6504 $ .6504 $ .6504 $ .6504 $ .6217
• 1990-91 1991-92 1992-93 1993-94 1994-95
(amount per$100 of actual valuation)
Other Taxing Units
M.U.D.-water Hydrants $ .0115 $ .0115 $ .0115 ' $ .0115 $ .0110
Douglas County .2912 .2912 .2915 .2912 .2775
School District of Omaha' 1.4691 1.4349 1.5293 1.6477 1.6673
School District No. 66 of Douglas County' 1.5658 1.5837 1.5758 1.6193 1.5355
School District of Ralston' 2.0415 2.0194 . 1.8789 1.8837 1.9023
School District of Millard' 1.4313 1.4420 1.4111 1.4718 1.5736
State Educational Service Units .0180 .0186 .0197 .0197 .0382
Omaha-Douglas Public Building Commission .0170 .0170 .0170 .0170 .0149
Papio Missouri River Natural
Resources District .0322 .0321 .0357 .0357 .0350
Metropolitan Technical Community College .0662 .0700 .0773 .0767 .0776
Omaha Transit Authority .0700 .0700 .0700 .0700 .0635
'Residents in Omaha reside in one of the above four school districts and pay taxes only to that school district.
01/161215.5 A-11 •`'e',
R
Major Taxpayers'
The following are firms located within the City of Omaha with the greatest 1995 real estate valuations.
Value of
Taxpayer Real Property
United Benefit Life Insurance Co. (Mutual/United) $77,427,400
Prudential Insurance Company of America 60,421,300
Creighton Saint Joseph Regional Healthcare System 57,049,700
Oak View Mall Corporation 49,636,400
Crossroads Joint Venture 44,975,000
California Public Retirement System (Two Towers) 28,300,000
Woodmen of the World Life Insurance Society 24,500,000
Regency Associates 20,855,100
Omaha Hotel Inc. 20,624,200
Immanuel Inc. 17,634,900
Vanderbilt Ltd. 17,125,900
AT&T Communications Inc. 16,997,700
Kellogg USA Inc. 16,563,000
Physicians Mutual Insurance Co. 16,525,000
PDM Inc. 16,310,200
Nebraska Furniture Mart 16,039,700
SFI Ltd. Partnership 13 etal 16,005,000
First National of Nebraska Inc.. 15,640,000
First Data Resources Inc. 14,977,500
Shorenstein Realty Investors 13,950,000
Red Lion Inns Operating Limited Partnership 13,829,500
State Street Bank and Trust 13,500,000
Guarantee Mutual Life 13,088,500
SFI Ltd. Partnership 12 12,809,500
Construction Developers Inc. 11,890,000
Consolidated Capital Prop. 11,807,200
Norwest Bank Nebraska 11,600,400
Loyal Katskee 11,198,900
Comfre-Dodge Fund VII 11,164,800
Camelot Village Dev. Co. 10,455,400
C F T Company 10,435,000
Clarkson Memorial Hospital 10,295,400
Federal Reserve Bank 10,265,300
Thomasville Inc. 10,230,000
Bernard Taulborg 10,190,200
Prefco XI Limited Partnership 10,121,800
Source: Records of the Tax Control Supervisor, Office of the Douglas County Clerk.
'In 1986,valuations for Northwestern Bell Telephone Co.(predecessor in interest to US WEST)and Union Pacific Corp. were$52,368,000
and$14,212,600,respectively. Since 1987, valuations for these taxpayers have been determined on a statewide basis and taxes are collected by the
Nebraska Department of Revenue. The centrally collected taxes are distributed to local taxing.units in proportion to property valuations therein.
01/161215.5 A-12 �"`
PROPERTY TAX COLLECTIONS
Property taxes on tangible property, real and personal, are levied by the City of Omaha,
collected by the Douglas County Treasurer and remitted to the City. Real property taxes are
levied September 1 of each year and become due December 31. The first half of tax payable
becomes delinquent the following April 1 and the second half August 1. Personal property taxes
are levied September 1 of each year and become due November 1. The first half of tax payable
becomes delinquent December 1 and the second half the following July 1.
Taxes for Year Shown
Prior Years'
Year Ended Amount % Taxes Total
December 31 Certified Collected Collected Collected Collections
1990 $60,388,288 $58,072,932 96.2 $2,851,616 $60,924,548
1991 63,130,966 ' 61,035,328 96.7 3,002,703 64,038,031
1992 64,533,711 62,482,543 96.8 3,077,626 65,560,169
1993 64,001,413 62,062,689 97.0 3,209,644 65,272,333
1994 65,753,953 64,153,434 97.6 2,996,534 67,149,968
Source: Records of Finance Department, City of Omaha.
CASH RESERVE FUND
At a special City election held on November 6, 1984, voters of the City approved an
amendment to Section 5.03 of the City Charter to provide in subsection (10) for the
establishment of a cash reserve fund ("Cash Reserve Fund") for the purpose of meeting
emergencies arising from:
(a) the loss or partial loss of a revenue source;
(b) an unanticipated expenditure demand due to a natural disaster, casualty loss
or act of God;
(c) expenditure demand for the satisfaction of judgments and litigation
expenses when the Judgment Levy Fund balance is inadequate; or
-
(d) conditions wherein serious loss of life, health or property is threatened or
has occurred.
The 1984 amendment to the City Charter authorized the appropriation at the close of any
fiscal year for credit to the Cash Reserve Fund of any amount, or portion thereof, held as
General Fund surplus. Income earned on amounts credited to the Cash Reserve Fund is retained
01/161215.5 A-13
in the fund. The maximum size of the Cash Reserve Fund was established at an amount equal
to 4% of General Fund appropriations.
The ordinance adopted by the City Council to close Fiscal 1984 Accounts provided that
the sum of$1,600,000 be transferred from 1984.available budgetary balances as the initial credit
to the Cash Reserve Fund to be held as provided in Section 5.03(10) of the City Charter. An
additional $1,000,000 was credited to the Cash Reserve Fund from budgetary balances as of
December 31, 1985. In 1986, the City Council approved a transfer of$1,620,000 of the fund
balance to build a court-ordered recreation facility. The 1994 year end transfer ordinance
credited $500,000 to the Cash Reserve Fund, increasing the balance as of December 31, 1994
to $2,434,885.
•
01/161215.5 A-14
CITY OF OMAHA, NEBRASKA
General Purpose Financial Statements
for the Year Ended December 31, 1994
and Independent Auditors' Report
CITY OF OMAHA, NEBRASKA
TABLE OF CONTENTS.
Exhibit Page
INDEPENDENT AUDITORS' REPORT 1
GENERAL PURPOSE FINANCIAL STATEMENTS:
Combined Balance Sheet-All Fund Types and Account Groups 1 2
Combined Statement of Revenues, Expenditures and Changes in Fund Balances -
All Governmental Fund Types and Expendable Trust Funds 2 5
Combined Statement of Revenues, Expenditures and Changes in Fund Balances -
Budget and Actual -General and Special Revenue Funds (Budget Basis) 3 7
Combined Statement of Revenues, Expenses and Retained Earnings/Fund Balances -
All Proprietary Fund Types and Similar Trust Funds 4 8
Combined Statement of Cash Flows -All Proprietary Fund Types 5 9
Notes to General Purpose Financial Statements 10
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•
/ Exhibit 4
CITY OF OMAHA, NEBRASKA
COMBINED STATEMENT OF REVENUES,EXPENSES AND RETAINED EARNINGS/FUND BALANCES-
ALL PROPRIETARY FUND TYPES AND SIMILAR TRUST FUNDS
YEAR ENDED DECEMBER 31,1994
Proprietary Fund Types Fiduciary Totals
Infernal Fund Type (Memorandum Only)
Enterprise Service Pension Trust 1994 1993
Revenues:
Sewerage service charges S30,652,873 $ - S - $ 30,652,873 $ 28,119,920.
Other user charges 3,093,799 - 3,093,799 2,833,586
Miscella.,..:c.;: ..ues 137,956 438,741 129,390 706,087 322,985
Contributions - - 15,851,363 15,851,363 16,112,979
Investment income - - 28,197,943 28,197,943 33,794,468
Charges for services - - - - 168,725
Total revenues 33,884,62g 438,741 44,178,696 78,502,065 81,352,66J
Expenses:
Payroll and related taxes and benefits 12,514,976 - - 12,514,976 12,145,831
Outside services 5,978,566 - - 5,978,566 5,899,565
Commodities 2,609,028 380,595 - 2,989,623 3,231,233
Depreciation and amortization 8,447,227 34,765 - 8,481,992 8,150,407
Pension plan benefits - - 16,825,831 16,825,831 15,611,232
Contribution refunds - - 399,776 399,776 416,598
Trustee's fees - - 1,656,957 1,656,957 1,535,968
Other operating expenses 260,608 - 67,610 328,218 168,890
Total expenses 29,810,405 415,360 18,950,174 49,175,939 47,159,724
Operating income 4,074,223 23,381 25,228,522 29,326,126 34,192,939
Nonoperating revenue(expenses):
Interest income 576,918 - - 576,918 671,739
Interest on revenue bonds (1,421,704) - - (1,421,704) (2,151,837)
• Interest on capitalized lease obligations (65,252) - - (65,252) (80,565)
Total nonoperating expenses (910,038) - - (910,038) (1,560,66J)
Transfers:
In 1,012,100 - 1,012,100 592,476
Out - - - - (619,007)
Net transfers 1,012,100 - - 1,012,100 (26,531)
Net income before extraordinary loss 4,176,285 23,381 25,228,522 29,428,188 32,605,745
Extraordinary loss on defeasance(Note 7) (1,856,186) - - (1,856,186) -
Net income 2,320,099 23,381 25,228,522 27,572,002 32,605,745
Retained earnings/find balar+cPq,
beginning of year 69,592,318 545,963 305,891,782 376,030,063 338,069,380
Depreciation transferred on contributed capital 5,454,883 - - 5,454,883 5,354,938
Retained earnings/fund balances,end of year S77,367,300 $569,344 $33 t,120,304 $409,056,948 S376,030,063
See notes to general purpose financial statements.
il
.
Exhibit 5
CITY OF OMAHA, NEBRASKA
COMBINED STATEMENT OF CASH FLOWS-ALL PROPRIETARY FUND TYPES
YEAR ENDED DECEMBER 31,1994
Totals
Internal (Memorandum Only)
Enterprise Service 1994 193
Cash flows from operating activities:
Operating income S 4,074,223 $ 23,381 $ 4,097,604 S 1,858,570
Adjustments to reconcile operating income to net cash flows
from operating activities:
Depreciation and amortization 8,447,227 34,765 8,481,992 8,150,407
Changes in assets and liabilities:
Receivables (748,913) (5,693) (754,606) (701,246)
Inventory 2,088 - 2,088 3,291
Warrants payable (2,854,076) 16,587 (2,837,489) 228,637
Accounts payable (477,701) 3,550 (474,151) 551,323
Deposits payable (81,581) - (81,581) 93,383
Workers'compensation claims 420,041 - 420,041 (48,707)
Accrued compensated absences (21,409) - (21,409) 50,364
Accrued liabilities (1,486) - (1,486) 34,788
Deferred revenue (29,260) - (29,260) 29,260
Accrued payroll (12,882) - (12,882) 54,199
Net cash flows from operating activities 8,716,271 72,590 8,788,861 10,304,269
Cash flows from noncapital financing activities:
Operating transfer in 1,012,100 1,012,100 592,476
Operating transfer out - - (619,007)
Net cash flows from noncapital financing activities 1,012,100 - 1,012,100 (26,531)
Cash flows from capital and related financing activities: •
Principal payments under capital lease obligation (294,748) - (294,748) (279,435)
Principal payments on long-term debt - - - (1,930,000)
Interest paid on capital lease obligations (65,252) - (65,252) (80,565)
' Principal payments on note payable (1,424,200) - (1,424,200) (1,269,500)
Interest paid on long-term debt (897,800) - (897,800) (2,151,837)
Capital expenditures (11,947,972) (16,639) (11,964,611) (6,958,043)
• Proceeds from notes payable 4,110,125 - 4,110,125 1,843;500
Proceeds from long-term debt issuance 26,452,912 - 26,452,912
Transfer to escrow due to defeasance (28,092,228) - (28,092,228) -
Return of grant proceeds (101,019) - (101,019) -
Contributions from grants - - - 206,494
Contributions from other funds - (23,150) - - (23,150) (23,151) • -
Net cash flows from capital and related financing activities (12,283,332) (16,639) (12,299,971) (10,642,537)
Cash flows from investing activities:
Change in investments,net 770,455 - 770,455 1,043,170
Interest received on investments 622,360 - 622,360 668,923
Net cash flows from investing activities 1,392,815 - 1,392,815 1,712,093
•
Net increase(decrease)in cash and cash equivalent (1,162,146) 55,951 (1,106,195) 1,347,294
•
Cash and cash equivalents at beginning of year 5,517,923 386,469 5,904,392 4,557,098
Cash and cash equivalent at end of year S 4,355,777 S442,420 $ 4,798,197 $ 5,904,392
See notes to general purpose financial statements.
•
9 i1
•
CITY OF OMAHA, NEBRASKA
NOTES TO GENERAL PURPOSE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
was incorporated on February 2, 1857. The City operates under a
The City of Omaha,Nebraska(City)Home Rule Charter and has a mayor-council form f�e Councint with an l,1, composed oef seven members. The
full-time chief
executive,the Mayor, and an elected legislativey,
seven Council members each represent one of the City's districts. The Mayor and members of the
Council are elected through popular vote to four-year
The City, as a political subdivision of the State of Nebraska, is exempt from state and Federal income
taxes.
The Financial Reporting Entity-The City's general purpose
financial
n for including a governmental
all funds
and
account groups of the financial reporting entity. The basic
department, agency, institution,commission,public authority, or other governmental organization in the
al
City's financial reporting entity is the significanceseveral potential governmentalunitslity forto incluseon in its
e
governmental unit. The City has evaluated to do so.
financial reporting entity and has determined it would be inappropriate
Related Organizations -The City's officials are responsible for appointing members of the boards of
•
other organizations,but the City's accountability for theset extend beyond making
board member of the Omaha Housing Authority,the appointments. The Mayor or City Council appoin
the Omaha Airport Authority,the Metro Area Transit Authority and the Omaha-Douglas Public
Building Commission.
Basis ofPresentation- Fund Accounting-The accounts of the City are organized on the
peration basis
of
of
funds and account groups,each of which is considered a separate accounting ty
. The sets,
each fund are accounted for with a separaterevenues self-balancing
and expenditures/expenunts ses The various its asfunds are
liabilities, fund balance/retained earnings, and account
summarized by type in the general purpose financial statements. The following fund types
groups are used by the City:
• Governmental Fund Types -Governmental funds are thosetughsehich ich mostbala generals the City's
governmental functions of the City are financed: Theacquisition,
expendable financial resources and the related liabilities
(excepte me those ant antfocued for
s r in
Proprietary
Funds) are accounted for through governmental
determination of changes in financial position, rather than upon net income.
The following are the City's governmental fund types:
• General Fund -The General Fund is the primary operating fund of the City. It is used to
account for all financial resources except those required to be accounted for in another
fund. .
10
i ? .
• Special Revenue Funds- Special revenue funds are used to account for the proceeds of
specific revenue sources(other than expendable trusts or major capital projects)that are
legally restricted to expenditures for specified purposes.
• Debt Service Funds -Debt service funds are used to account for the accumulation of
resources for, and the payment of,general long-term debt principal, interest and related
costs.
• Capital Projects Funds - Capital projects funds are used to account for financial resources
to be used for the acquisition or construction of major capital facilities (other than those
financed by proprietary funds and similar trust funds).
• Proprietary Fund Types -Proprietary funds are used to account for the City's ongoing
organizations and activities which are similar to those often found in the private sector. The
measurement focus is upon determination of net income and capital maintenance. The following
are the City's Proprietary Fund types:
• Enterprise Funds - Enterprise funds are used to account for operations that are financed
and operated in a manner similar to private business enterprises: (a)where the intent of the
governing body is that the costs (expenses, including depreciation)of providing goods or
services to the general public on a continuing basis be financed or recovered primarily
through user charges; or(b)where the governing body has decided that periodic
determination of revenues earned, expenses incurred, and/or net income is appropriate for
capital maintenance, public policy, management control, accountability, or other purposes.
• Internal Service Funds -Internal service funds are used to account for the financing of
goods or services provided by one department or agency to other departments or agencies of
the City or to other governmental units on a cost-reimbursement basis.
• Fiduciary Fund Types - Fiduciary funds are used to account for assets held by the City in a
trustee capacity or as an agent for individuals, private organizations, other governmental units
and/or other funds.
• Trust and Agency Funds-The City's Trust and Agency Funds include Expendable,'
Pension Trust and Agency Funds. Pension Trust funds are accounted for and reported
essentially in the same manner as proprietary funds. Expendable trust funds are accounted
for and reported essentially in the same manner as governmental funds. Agency funds are -
custodial in nature and do not involve measurement of results of operations.
• Account Groups -Account groups are used to establish accounting control and accountability for
the City's general fixed assets and general long-term liabilities. They are concerned only with the
measurement of financial position. They are not involved with measurement of results of
operations. The following are the City's account groups.
• General Fixed Assets Account Group -This account group is established to account for
all fixed assets of the City, other than those accounted for in the Proprietary Funds and
Trust Funds.
• General Long-term Debt Account Group -This account group is established to account
for all long-term liabilities of the City except those accounted for in the Proprietary Funds
and similar trust funds.
Fixed assets used in governmental fund type operations are accounted for in the general fixed assets
account group. Assets purchased are recorded as expenditures in the governmental funds and capitalized
at cost in the general fixed assets account group. Public domain(infrastructure)general fixed assets
consisting of certain improvements other than buildings, including roads,bridges,curbs and gutters,
streets and sidewalks, drainage systems and lighting systems are not accounted for with general fixed
assets. Such assets normally are immovable and of value only to the City. Therefore,the purpose of
stewardship for capital expenditures is satisfied without recording these assets. No depreciation has
been provided for on general fixed assets nor has interest been capitalized. All general fixed assets are
valued at historical cost or estimated historical cost if actual historical cost 1J liot available. Donated
general fixed assets are valued at their estimated fair value on the date donated.
Property, plant and equipment owned by the Proprietary Funds is stated at cost or estimated historical
cost. Contributed fixed assets are recorded at fair value at the time received. Depreciation has been
provided over the estimated useful lives using the straight-line method. The estimated useful lives are as
follows:
Facilities in service 20 -75 years
All others 3 - 10 years
Because of their spending measurement focus,expenditure recognition for governmental fund types
excludes amounts represented by noncurrent liabilities. Since they do not affect net current assets, such
• long-term amounts are not recognized as governmental fund type expenditures or fund liabilities. They
are instead reported as liabilities in the General Long-term Debt Account Group.
All Proprietary Funds and Pension Trust Funds are accounted for on a cost of services or "capital
maintenance" measurement focus. This means that all assets and all liabilities (whether current or
noncurrent) associated with their activity are included on their balance sheets. Their reported fund
equity(net total assets) is segregated into contributed capital and retained earnings components.
Proprietary Fund type operating statements present increases (revenues)and decreases (expenses) in net
total assets.
In Proprietary Funds, grants, entitlements or shared revenues received for operations and/or for either
capital acquisitions or construction are reported as "nonoperating" revenues. Such resources externally
restricted for capital acquisitions or construction are reported as contributed capital. Operating expenses
include depreciation on all depreciable fixed assets. Depreciation recognized on assets acquired or
constructed through such resources externally restricted for capital acquisitions is transferred to the
appropriate contributed capital account and reported in the operating statement. The net income(loss) is
adjusted by the amount of depreciation on fixed assets acquired or constructed through such resources
externally restricted for this purpose and closed to retained earnings. Contributed capital at December
31, 1994 is net of accumulated depreciation.
•
12
•
Basis of Accounting-Basis of accounting refers to when revenues and expenditures or expenses are
recognized in the accounts and reported in the general purpose financial statements. Basis of accounting
relates to the timing of the measurements made, regardless of the measurement focus applied.
All governmental funds, agency funds and expendable trust funds are accounted for using the modified
accrual basis of accounting. Their revenues are recognized when they become measurable and available
as net current assets. Major revenue sources and the City's basis of accounting are as follows:
• Sales taxes collected by the state through December, property taxes levied and business and
occupation taxes due for the current year and remitted to the City within 60 days are considered
available and are therefore, recognized as revenues even though a portion of the taxes may be
collected in the subsequent year. However, it is the City's policy, in accordance with City Charter
requirements,to account for these types of revenues when received for budgetary purposes.
In applying the measurable and available concept to intergovernmental revenues,the legal and
contractual requirements of the numerous individual programs are used as guidance. There are,
however, essentially two types of these revenues. For one type,monies must be expended on the
specific purpose or project before any amounts will be paid to the City;therefore, revenues are
recorded based upon expenditures incurred. For the other type, monies are virtually unrestricted
as to purpose of expenditure and are usually revocable only for failure to comply with prescribed
compliance requirements. These resources are reflected as revenues at the time of receipt or
earlier if the measurable and available criteria are met.
Licenses and permits, charges for services, fines and forfeits and miscellaneous revenues (except
investment earnings) are recorded as revenues when received in cash because they are generally
not measurable until actually received. Investment earnings are recorded as earned, since they are
measurable.
Special assessments are recorded as revenues in the year assessments become current; those
amounts receivable after one year are recorded as deferred revenue. Annual installments not yet
due are reflected as special assessment receivables and deferred revenues.
•
The accrual basis of accounting is used by Proprietary Funds and Pension Trust Funds.
Budget and Budgetary Accounting-The Mayor is required by City Charter to prepare and submit an
annual budget to the City Council. A budget is prepared for the General Fund and all Special Revenue
Funds, exclusive of all grant funds and the service type special assessments fund. These budgets are
prepared primarily on a cash basis for revenues except as described above and accrual basis for
expenditures. In addition, encumbrance accounting is employed. Under this system, purchase orders,
contracts and other commitments for the expenditure of funds are recorded as encumbrances in order to ,
reserve a portion of the applicable appropriation.
13
j
Budgetary control is maintained by department/division and by the following
All egoryet of exprn dints must
tures:
personnel services, nonpersonnel services, capital outlay and debtservice.
be approved by the Mayor and/or City Council. Unencumbered appropriations lapse at the end of the
fiscal year. Encumbered funds are carried over to the ensuing fiscal year until utilized or cancelled.
Budgets are prepared by department or division and by fund.
The City Charter also requires the City Council each year to make an ad valorem tax levy for a sinking
fund(Debt Service Fund)which shall provide for principal and interest payments on the general
obligation bonded indebtedness of the City.
Appropriations for certain Special Revenue Funds and Capital Projects Funds are controlled on a project
r•,�;� •nd are carried forward each year until the project is completed or grant funds are expended.
Budgets are also prepared for the Proprietary Funds as a management control device. The budgets for
these funds are prepared on a revenue and expenditure basis, similar to the budgets for the governmental
fund types.
Encumbrances-Encumbrance accounting is employed in the governmental funds. Under encumbrance
accounting, purchase orders, contracts and other commitments for the expenditures of funds are recorded
in order to reserve that portion of the applicable appropriation. Encumbrances are reported as
reservations of fund balances since they
o not have been tute reported eportedil�ies. As expenditupes on the budge in the tbas bget asis
above, December 31, 1994 encumbrances
statements.
Pooled Cash and Investments-The City maintains a pooled cash and investment account for all funds.
These funds are placed in the custody of the City Treasurer.Interest earned on the Cityach fund reports its s pooled cash and investments is creditedstribut terest
in the principal balance of the pool.
to the General Fund of the City.
Investments-Investments, except for deferred compensation fund investments, are stated at cost or
amortized cost,which approximates market. Deferred compensation fund investments are stated at fair
value. Income from investments held by the individual funds is recorded in the respective funds as it is
earned.
Inventory-Inventory of materials and supplies are stated at the lower of cost or market. Cost is
determined on a first-in,first-out basis, consumption method.
Compensated Absences-Employees earn annual vacation and sick leave at specific rates during the
periods of employment. In the event of termination, an employee is reimbursed for accumulated vacation
time up to a maximum allowed carryover of 240 hours for civilian bargaining employees and 280 hours
for civilian management employees, 240 hours for uniformed police and firefighters assigned to a 40-
hour shift and 360 hours for firefighters assigned to 24-hour shifts, plus the current year's earnings.
Additionally, civilian employees are reimbursed,depending on employee,'from one-sixteenth to one-
and
fourth of accumulated sick leave to a maximum of 1,600 hours (100 to 400 hours),uniformed police
fire department employees are reimbursed for one-eighth of accumulated sick leave. Compensation for
future vacation and sick leave rights is accrued as earned.
14
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Self-Insurance-The City self-insures all claims related to personal liability and property damage
claims related to City owned vehicles, medical and workers'compensation claims and the first$100,000
of buildings and contents coverage. In addition,the City maintains certain insurance coverage on its
sewer treatment plants as required by revenue bond covenants.
Capitalized Interest-Interest costs incurred on specific construction of proprietary fund plant and
equipment is capitalized. The rate used in determining the capitalized interest amount was the effective
rate during the year of the outstanding debt. Capitalized interest is offset by interest income of
construction funds.
Comparative Data -Comparative total data for the prior year has been presented in the accompanying
general purpose financial statements in order to provide an understanding of changes in the City's
• financial position and operations. However, comparative(i.e.,presentatiu...:r.for year totals by fund
type)data has not been presented in each of the statements since their inclusion would make the
statements unduly complex and difficult to read.
Total Columns on Combined Statements-Total columns on the combined statements are captioned
"memorandum only" to indicate they are presented only to facilitate financial analysis. Data in these
columns do not present financial position, results of operations, or cash flows in conformity with
generally accepted accounting principles, nor is such data comparable to a consolidation. Interfund
eliminations have not been made in the aggregate of this data.
Unbilled Sewer Revenues - Sanitary sewer charges are billed for the City by the Metropolitan Utilities
District. Unbilled revenues, representing estimated consumer usage for the period between the last
billing date and the end of the period, are not recorded. Had this amount, approximately$977,000 at
December 31, 1994,been recorded, revenue for 1994 would have been higher by approximately
$11,000.
The City Council sets the rate schedule for the sewer charges. A revised rate structure was developed
and approved in June 1990 establishing the sewer service charges for the period September 1990 through
December 1994. In the absence of subsequent revisions,the 1994 rate structure will remain in effect.
Cash Equivalents -For purposes of the statements of cash flows,the City considers all highly liquid
debt instruments with a maturity of three months or less when purchased to be cash equivalents.
2. PROPERTY TAXES •
The Home Rule Charter of the City of Omaha imposes a tax ceiling for general revenue purposes. The
tax levy certified in any year shall not exceed$.6125 per$100 of actual valuation plus whatever tax levy
is necessary to provide for principal and interest payments on,the indebtedness of the City, and for
administrative expenses incurred in issuing and maintaining bonds, and for satisfaction of judgments and
litigation expenses in connection therewith. The 1994 general tax levy ($.42657 per$100 of actual
valuation)was below the legal limit by$.18593 or$18,797,098. The assessed value upon which the
1994 levy was based was approximately$10,109,771,409.
15 ���
The tax levies for all political subdivisions in Douglas County are certified by the County Board on or
before September 15. Real estate taxes are due and become an enforceable lien on property on
December 31. The first half of real estate taxes become delinquent on April 1 and the second half
becomes delinquent on August 1 following the levy date. Personal property taxes are due on November
1 and become delinquent on December 1 and July 1 following the levy date. Delinquent taxes bear 14%
interest.
Motor vehicle taxes are due when an application is made for registration of a motor vehicle.
3. FUND DEFICITS
Deficits exist in the fund balance of the Judgment Levy Fund-$392,439, the Federal Disaster Fund-
$98,0.4 and the Western Heritage Fund-$1,580, Special Revenue Fund types and the 1984 Street&
Highway Bond Fund HR-3299 -$255,the Capital Avenue East Parking Fund-$190,991,the
Rosenblatt Stadium Expansion Fund-$1,173,711,the 1989 Street Bond Fund-$180,655, the
Recreation and Culture Bond Fund-$54,080,the Redevelopment Projects Fund-$359,505,the Capital
Type Special Assessments Funds -$1,164,059,the Sewer Bond-$150,890, the Civic Auditorium
Barking Fund-S19,906 and the Civic Auditorium Renovation Fund-$411,478, Capital Projects Fund
types. These fund balance deficits will be eliminated through collection of special assessments and
pledges, additional financing or operating transfers.
4. INTERFUND RECEIVABLES AND PAYABLES
Interfund receivables and payables at December 31, 1994 were as follows:
Interfund Interfund
Receivables Payables
General Fund $3,734,352 $ -
Special Revenue Funds: 7
Jugment Levy 311,517
_ 1,580
Western Heritage _ 37,796
1993 Federal Assistance - 528,002
Governmental Grants
_ 878,895
Total Special Revenue Funds
Capital Project Funds: 1,159,893
Rosenblatt Stadium Expansion 5893
Capital Avenue Parking _ 190,917
Civic Auditorium Renovation - 311,052
Civic Parking Renovation _ 17,8462 ,86
1986 Recreation and Culture Bond _ 48939
Downtown Redevelopment#4 McKesson Robbins 359,5059, 0
1989 Street and Highway Bond
_ 6
2,750,888
Total Capital Project Funds
Fiduciary Funds: 104,569
Police and Fire Retirement Reserve
Total -All Funds $3,734,352 $3,734,352
16
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5. CASH AND INVESTMENTS
Statute and bond covenants authorize the City to invest in"investments of the nature which individuals
of prudence, discretion and intelligence acquire or retain in dealing with the property of another".
Investments throughout the year were substantially the same as those held at year-end.
Deposits-The amount of total bank deposits are classified in these three categories of credit risk:
(1) Insured or collateralized with securities held by the entity or by its agent in the entity's name.
(2) Collateralized with securities held by the pledging financial institution's trust department or
agent in the entity's name.
(3) Uncollateralized. (This includes any bank balance that is collateralized with securities held by
the pledging financial institution, or by its trust department or agent,but not in the entity's
name.)
The collateralization of the City's deposits with banks at December 31, 1994 is as follows:
Bank deposits per banks $ 1,064,128
Time deposits per banks 5,557,471
Total deposits 6,621,599
Less FDIC coverage(category 1) (500,000)
Remaining deposits (category 2) $ 6,121,599
Pledged securities at market value $15,255,267
The deposits which are not covered by FDIC coverage or pledged securities are considered to be
category 3.
Investments-The City's investments,except those of the deferred compensation fund, are held by the
counterparty in the counterparty's customer account at the Federal Reserve. Deferred compensation fund
investments of$17,929,088 consists of mutual funds and are not subject to categorization.
17 /
Idle Fund Investment Pool-Investments of the Idle Fund Investment Pool are made from available
cash of all city funds and are not identified with any specific fund. The pooled cash and investment
account at December 31, 1994 consisted of:
Carrying Fair
Amount Value
U.S. Government and government agency
securities $58,944,862 $58,488,435
Bank deposits 1,632,285 1,632,285
Time deposits 5,500,000 5,500;000
$66,077,147 $65,620,720
Pension Funds
Civilian Plan Uniformed Plan
Fair Fair
Cost Value Cost Value
Short-term investments $ 9,265,201 $ 9,265,201 $ 19,637,847 $ 19,637,847
U.S. Government and
government agency
securities 32,775,590 32,768,811 56,120,969 55,621,346
Foreign securities - - 1,000,000 934,700
Corporate bonds 32,298,433 30,148,076 37,485,738 35,774,107
Corporate stocks 62,425,599 70,162,891 77,263,939 81,646,132
$136,764,823 $142,344,979 $191,508,493 $193,614,132
Reconciliation of Investments
Fair
Cost Value
U.S. government and government agency securities $ 16,076,641 $ 15,868,449
Certificates of deposit 57,471 57,471
Pension funds 328,273,202 335,929,111
Less investments included in restricted assets {2,680,000) (2,686,700)
$341,727,314 $349,168,331
18
6. RESTRICTED ASSETS .
Restricted assets at December 31, 1994 were comprised of the following: 1
Bond
Reserve Construction
Accounts Account Total
Enterprise Funds:
Sewer Revenue Fund:
Equity in pooled cash and investments $ - $ 697,536 $ 697,536
Investments 2,680,000 - 2,680,000
$2,680,000 $ 697,536 $3,377,536
7. BONDS PAYABLE AND OTHER LONG-TERM OBLIGATIONS
A summary of long-term debt is as follows:
Balances at Retirements Balances at
January 1, or Other December 31,
1994 Additions Reductions 1994
General Long-term Debt Account Group:
General obligation bonds S139,110,000 $18,010,000 S13,845,000 S143,275,000
Tax increment notes and bonds 28,865,258 922,089 3,154,215 26,633,132
Special tax revenue bond,Series 1989 4,030,000 - 160,000 3,870,000
Lease-purchase contracts payable 3,905,000 2,260,000 3,000,000 3,165,000
Accrued compensated absences 9,234,366 912,451 - 10,146,817
Workers compensation claims 10,266,664 - 406,553 9,860,111
Other accrued liabilities 4,185,333 1,209,884 - 5,395,217
Total General Long-term Debt
Account Group 199,596,621 23,314,424 20,565,768 202,345,277
Enterprise Funds:
Revenue bonds 26,230,000 26,800,000 26,230,000 26,800,000
Less unamortized discount - (353,128) - (353,128)
J�qi.-purchase contracts payable 984,750 - 310,901 673,849
Workers'compensation claims 922,467 393,789 1,316,256
Total Enterprise Funds 28,137,21/ 26,840,661 26,540,901 28,436,97/
Total-All Funds S227,733,838 S50,155,085 $47,106,669 S230,782,254
19 (/T")
r
Long-term debt at December 31, 1994 is comprised of the following individual issues:
Effective
Interest Rate
at Issuance- First
Original Payable Series Date
Amount Issued Issue Semiannually Due Callable Outstanding
General Obligation Bonds
$ 8,675,000 3/15/76 Various purpose - 5.18763% 1977- 1995 1986 $ 450,000
6,000,000 3/15/77 Various purpose 4.71691 1979- 1996 1987 660,000
20,120,000 6/15/78 Various purpose-refund
series 5.05974 1979- 1998 1988 1,200,000
12,800,000 6/15/79 Various purpose 5.25000 1980- 1999 1989 3,20,E
9,465,000 11/1/85 Various purpose 7.84500 1986-205 1995 535,000
28,500,000 12/1/85 G.O.defeasance bonds 7.71800 1986-2002 1995 1,620,000
13,615,000 11/1/86 Various purpose 6.23019 1987-206 1996 5,905,000
14,600,000 5/1/90 Various purpose 7.000-7.005 1991 -2010 2000 11,680,000
18,940,000 9/1/91 Various purpose-refund
series 6.0622 1992-2011 2004 14,690,000
18,270,000 9/15/91 G.O.-defeasance bonds °6.0465 1992-2009 2002 14,280,000
12,765,000 11/1/92 Various purpose-refund
series 5.25-6.10 1993-2012 2002 11,250,000
13,660,000 11/1/92 G.O.-defeasance bonds 5.00-6.20 1993-2010 2002 11,395,000
16,895,000 10/1/93 Various purpose-refund
series 4.30-4.75 1994-2013 2013 15,520,000
32,090,000 10/15/93 Various purpose-refund
series 4.10-4.80 1994-2008 2008 30,940,000
13,000,000 12/1/94 Various purpose 5.75-6.25 1995 -2014 2004 13,000,000
• Total General Bonds
136,325,000
Annexed Area Bonds
2,500,000 7/15/73 S.I.D.#188 5.81224 1974- 1998 1978 . 715,000
40,000
410,000 9/15/87 S.I.D.#230 Registered 4 967.8 8 1988- 1999 1992
- 1996 1992 40 ,00
3,000,000 5/15/78 S.I.D.#261
1,100,000 1/15/92 S.I.D.#230 Registered 5.5-7.0 1995-2004 1996 1,000,000.
1,350,000 11/15/93 S.I.D.#368 Registered 3.2-5.70 .1995-2008 1996 1,310,000
930,000 9/15/89 S.I.D.#243 Registered 6.5-8.0 1995-2004 1994 815,000
1,130,000 5/1/90 S.I.D.#265A Registered 7.0-8.5 1995-2005 1996 1,00 ,000 00
1,200,000 1/1/93 S.I.D.#265B Registered 4.25-6.75 1995-2013 1998 1,180,
Total Annexed Area Bonds
6,950,000
Total General Obligation Bonds
$143,275,000
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•
•
Tax Increment Notes and Bonds
Tax Increment Notes
Effective
Original Interest Rate
Amount Issue • at Issuance Outstanding
$ 580,000 Orpheum Theater 10.25 % $ 160,122
670,000 18th Street- Skywalk 6.75 430,000
80,000 1102 Harney 14.00 44,188
200,000 Lackawanna Leather Co. - 85,467
10,087,270 Beta West 8.85 12,480,000
700,000 Scoular Redevelopment 10.25 555,000
160,000 New Idea Building 9.25 8,553
700,000 First National Bank Building-
RPI Services 10.38 700,000
760,000 Stockyards -Phase 1 9.00 686,565
80,000 Roseland Theater 10.50 49,604
115,000 Leo Vaughn Manor 10.25 54,170
140,000 Mason School 10.50 98,535
310,000 Lozier 8.25 70,857
669,375 Spring Valley Plaza 10.25 416,716
70,016 Vinton School 11.25 45,856
87,520 Park School 11.25 59,637
450,000 Redick Tower 11.00 17,951
205,000 Nogg Bros. Paper Co. 8.25 124,329
284,796 John Day 8.25 161,036
702,250 Spring Valley#2, Phase II 10.25 582,983
48,600 Hanighen Square 8.00 31,455
231,068 K B Foods 10.75 -147,200
387,027 Millard Refrigerator Services 11.00 299,053
280,000 Stockyards - Phase II 9.30 278,549
750,000 Joseph Terrace 10.00 489,668
300,000 Hill Hotel 10.75 283,160
200,000 Sleepy Partnership/Sleep Inn 10.00 196,090
164,000 MedCentre Villa 10.25 63,371
225,290 Columbian School 10.25 103,939
412,500 Spring Valley#2 10.25 216,164
210,000 Aspen Ridge Apartments 9.50 199,618
88,250 Central Supply Rubber 10.00 57,620
84,500 Omaha Bolt,Nut & Screw 10.00 74,942
246,250 Eggress - O'Flying Building 10.00 299,000
180,015 National Building 7.50 180,015
180,000 Cannonball Express 10.00 171,719
Total Tax Increment Notes $19,923,132
Ce")
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•
Tax Increment Notes and Bonds, cont.
Tax Increment Notes, cont.
Effective
Interest Rate
at Issuance- First
Original Payable Series Date
Amount Issued Issue Semiannually Due Callable Outstanding
Total Tax Increment.Notes brought forward $19,923,132
$ 5,730,000 1/15/91 Riverfront Redevelopment-
Project No. 1 -Tax-e.xempt
Refunding Bonds 5.9-6.9% 1994-2004 1996 5,410,000
1,385,000 1/15/91 Riverfront Redevelopment-
Project No. 1 -Taxable
Refunding Bonds 8.2-9.25 1994 -2004 1996 1,300,000
Total Tax Increment Bonds 6,710,000
Total Tax Increment Notes and Bonds $26,633,132
Special Tax Revenue Bonds
$ 4,700,000 12/1/88 Riverfront Redevelopment- 5.8-7.3 1989-2003 1998 $ 2,040,000
Project 7.625 2008 1,830,000
Total Special Tax Revenue Bonds $ 3,870,000
Revenue Bonds
Sewer Revenue Bonds
$26,800,000 8/1/94 Regular Sanitary Sewer
Revenue 3.5-5.25 1995-2003 - $26,800,000
•
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A i .
As of December 31, 1994, the bonded debt service requirements of the City for principal and interest in
future years were as follows:
General Obligation Bonded Debt
Years Ending December 31, Principal Interest Total
1995 $ 15,785,000 $ 7,795,615 $ 23,580,615
1996 12,465,000 6,934,644 19,399,644
1997 11,950,000 6,299,838 18,249,838
1998 11,410,000 5,678,635 17,088,635
1999 11,045,000 5,086,921 16,131,921
2000 and thererafter - 80,620,000 25,893,986 106,513,986
$143,275,000 $57,689,6i9 $200,964,639
Enterprise Funds
Years Ending December 31,. Principal Interest Total
1995 $ 2,500,000 $ 1,165,064 $ 3,665,064
1996 2,900,000 1,116,638 4,016,638
1997 3,020,000 987,788 4,007,788
1998 3,160,000 845,578 4,005,578
1999 3,310,000 690,223 4,000,223
2000 and thereafter 11,910,000 1,035,556 12,945,556
$ 26,800,000 $ 5,840,847 $ 32,640,847
General obligation bonds have been approved by the voters and issued by the City for various municipal
improvements. These bonds represent indebtedness supported by the full faith and credit of the City. At
December 31, 1994,the City also had$45,180,000 of authorized but unissued general obligation bonds.
In December, 1994,the City issued$13,000,000 of series 1994 general obligations -various purpose
bonds. The bonds have interest rates ranging from 5.75%to 6.25%and have annual maturities of
$650,000 from 1995 to 2014. The City also annexed several area sanitary and improvement districts
(SID)during the current year. SID. #368, bonds originally issued during November, 1993 were
assumed at$1,310,000 by the City during 1994. The bonds have interest rates of 3.8%to 5.7%and
mature in amounts ranging from$45,000 to$155,000 from 1995 to 2008. Also during 1994,the City
assumed$815,000 of SID. #243, originally issued during September, 1989. The bonds have interest
rates of 7.25%to 8.0%and mature in amounts ranging from$50,000 to$100,000 from 1995 to 2004.
In addition,the City assumed$1,075,000 of SID. 4265, originally issued during May, 1990. The bonds
have interest rates of 7.5%to 8.5%and mature in amounts ranging from$25,000 to$200,000 from
• 1995 to 2005. Finally,the City assumed$1,180,000 of SID. #265 bonds, originally issued during
January, 1993. The bonds have interest rates of 4.5%to 6.75%and mature in amounts ranging from
$20,000 to$200,000 from 1995 to 2013.
r
23
In addition to the above,the City has tax increment notes totaling$19,923,132 and tax increment bonds
totaling$6,710,000 which are payable solely from the property taxes collected on certain redeveloped
areas. These obligations are retired over a maximum fifteen-year period.
According to the City Charter,the total amount of general obligation indebtedness outstanding at any
time,which shall include bonds issued but shall not include bonds authorized until they are issued, shall
not exceed 3.5%of the actual value of taxable real and personal property in the City. At December 31,
1994 the maximum debt limit was$353,841,999, general obligation debt less available fund balance in
debt service was $125,532,945, leaving a debt margin of$228,309,054.
Revenue bonds and certain other long-term obligations are the obligation of specific Enterprise Funds
and are payable solely from the revenues of the respective funds. Provisions in the revenue bond
-ordinances contain limitations and restrictions on annual debt service requirements,maintenance of and
flow of monies through various restricted accounts and minimum amounts to be maintained in various
accounts. it is management's opinion the City is in compliance with all such significant provisions.
In August 1994,the City issued$26,800,000 in revenue refunding bonds to advance a refund of
$26,230,000 of outstanding 1985 and 1986 Sewer Revenue Bonds. The net proceeds of$26,481,024
(after payment of$375,200 in other issuance costs)plus an additional $1,605,162 were deposited in an
irrevocable trust with an escrow agent to provide for all future debt service payments on the 1985 and
1986 bonds. As a result,the 1985 and 1986 bonds are considered to be defeased and the liability and the
related assets placed in the escrow for those bonds have been removed from the balance sheet.
The advance refunding resulted in a difference between the reacquisition price and the net carrying
amount of the old debt of$1,856,186. The difference is reported in the accompanying financial
statements as an extraordinary loss on defeasance. The City completed the advance refunding to reduce
its total debt service payments over the next nine years by$1,477,884 and to obtain an economic gain
(difference between the present value of the old and new debt service payments) of$2,180,468.
In prior years,the City defeased certain outstanding general obligation and revenue bonds by placing the
proceeds of new bonds in an irrevocable trust to provide for all future debt service payments on the old
bonds. Accordingly,the trust account assets and the liability for the defeased bonds are not included in
the City's general purpose financial statements. The amount of in-substance defeased debt outstanding at
December 31, 1994 is shown below:
General Obligation Bonds:
1985 Various Purpose Bonds $ 4,115,00014, ,000
1985 Refund
1987 Various Purpose 6,500,0006, 00,000
1988 Various Purpose 28,145,000
Annexed Area Bonds: 640,000
S.I.D. #134 2,995,000
S.I.D. #290 3,635,000
Sewer Revenue Fund Revenue Bonds:
6,170,000
1973 Series, Revenue Bonds
1980 Series, Revenue Bonds 3,140,0003, ,000
1983 Series, Revenue Bonds
1985 (Defeasance of Series 1973, 1980 and 1983) Series,
Revenue Bonds 12,230,00012, 0,000
1986 Series, Revenue Bonds 39,125,000
$70,905,000
24
i � if
•
8. LEASES
General Obligation -The City is leasing the Orpheum Theatre, a waste disposal facility and several
libraries and other buildings under noncancellable lease-purchase agreements expiring at various times
through 2006, at which time title will be conveyed to the City. The rental payments are designed to
equal the debt service requirements of certain nonprofit organizations that financed the construction of
the facilities. The City has an option to purchase the facilities at any time by paying an amount equal to
the total of all remaining unpaid lease obligations to the lessor at that time.
The following is a schedule by years of future minimum lease payments under the lease-purchase
agreements together with the present value of the net minimum lease payments as of December 31, 1994:
Fiscal Year Ending
1995 $1,078,913
1996 - 462,700
1997 357,385
1998 254,235
1999 251,330
Later years 1,559,140
Total minimum lease payments 3,963,703
Less amount representing interest 798,703
Total obligation under capital leases with rates
of interest from 5%to 7.75% $3,165,000
The City leases space in the Omaha-Douglas Civic Center and the adjoining Hall of Justice under a
noncancellable operating lease that expires only upon payment of all outstanding bonds of the Omaha-
Douglas Public Building Commission(see Note 11). The annual rental payments are determined based
upon actual space occupied by the City for operation and maintenance. The City currently has no plans
which would materially affect the amount of space it occupies in the buildings. At the expiration of the
lease term,title will be conveyed to the City for that portion of the building occupied during the
immediately preceding twelve months. Actual rental payments for 1994 were$791,112.
Enterprise Funds-The City is a party to a noncancellable lease-purchase agreement with the Omaha
Pollution Control Corporation involving the use of a packing house waste treatment facility. The
agreement expires in 1997, at which time the City can purchase thefacility for$1. The agreement
provides for annual rentals of$360,000 and is accounted for as a capital lease. The facility is presently _
not in use.
25
The following is a schedule by years of future minimum lease payments under this capital lease, together
with the present value of the net minimum lease payments as of December 31, 1994:
Fiscal Year Ending
1995 $ 360,000
1996 360,000
1997 360,000
Later years
Total minimum lease payments 1,080,000
Less amount representing interest 95,250
Total obligation under capital lease with an
interest rate implicit in the agreement of 5.4% $ 984,750
9. NOTES PAYABLE
At December 31, 1994,the City had outstanding a$3,800,000 special assessment note payable at 7.00%
interest due December 14, 1995.
Revolving loan contracts between the City and the Nebraska Department of Environmental Quality
(NDEQ), for the purpose of improving wastewater treatment facilities, dated April 1, 1992, May 6, 1992
and August 26, 1993 were entered into for amounts not to exceed$3,015,000, $2,205,000 and
$3,500,000, respectively, at interest rates of 3.5%during construction and 4.0%thereafter, 3.5%
throughout and 3.5%throughout, respectively,with amounts to be repaid from user charges within five
years,ten years and five years, respectively, and with outstanding balances at December 31, 1994 of
$372,925, $1,183,900 and$2,317,500, respectively Due to the revolving nature of the loan contracts,
such balances are classified as current liabilities.
10. DUE FROM OTHER GOVERNMENTS
The total due from other governments of$8,664,278 includes the following significant items:
Fund/Fund Type Amount Due From/Source
General $2,521,953 State of Nebraska, state aid distribution
General 4,911,450 State of Nebraska,November sales and
use tax
General 360,826 Douglas County, property tax collections
Debt Service/General Debt
Service 181,651 Douglas County, property tax collections
Debt Service/General Debt Douglas County, special assessment
Service 31,059 collections
Capital Projects Type Special 23,183 Douglas County, special assessment
Assessments/Capital Projects collections
City Street Maintenance/ 232,973
Special Revenue Douglas County,wheel tax
Municipal Infrastructure 388,993 State of Nebraska cigarette taxes
Redevelopment, Special
Revenue
26 t A
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11. CONTRIBUTED CAPITAL
The changes in the City of Omaha's contributed capital accounts for its proprietary funds were as
follows:
Enterprise
Sewer Municipal
Revenue Dock
Beginning balance, contributed capital $150,140,627 $255,942
Contributing sources: Other funds 7,995,611 -
Less: Depreciation transfer (5,454,883) (23,150)
Return of grant (101,019) -
Ending balance, contributed capital $152,580,336 $232,792
12. JOINT VENTURE
The City of Omaha and Douglas County have entered into a joint venture to construct and maintain
certain facilities used to provide services to their constituents. The joint venture,the Omaha-Douglas
Public Building Commission(Commission), is considered a separate reporting entity by the City.
Accordingly,the Commission has not been included in these general purpose financial statements.
The Commission was formed by a joint resolution of the City and Douglas County in 1972.
Management of the Omaha-Douglas Civic Center and the,adjoining Hall of Justice is vested in the
Commission. The City's ownership in the joint venture is based upon the percentage of space occupied.
The city occupied approximately 47%of the space in 1994.
Total joint venture debt at June 30, 1994 was$11,085,000, including a current portion of$1,460,000.
The Commission has entered into lease agreements with the City of Omaha and Douglas County to
provide adequate funding for operation of the Civic Center and, with taxes to be levied by the
Commission,to provide for the retirement of principal and interest on the debt.
- -A summary-of certain joint venture financial information as of and for the year ended June 30, 1994 is
shown below:
Total assets $31,785,215
Total liabilities 12,641,950
Total equity 19,143,265
Total revenues 4,461,849
Total expenses 3,612,350
Net increase in retained earnings . 849,499
13. EMPLOYEES' RETIREMENT PLANS
The employees of the City are covered by two single-employer retirement plans. The City of Omaha
Employees' Retirement System(Civilian Plan)and the City of Omaha Police and Firefighters Retirement
System(Uniformed Plan), as described below, are accounted for-by the City as Pension Trust Funds.
27 04°'
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Civilian Plan
Plan Description -The Civilian Plan became effective on January 1, 1949. Its provisions are governed
by Chapter 22 of the Omaha Municipal Code. All City employees except the following are covered by
the Civilian Plan: police; firefighters; persons paid on a contractual or fee basis; seasonal,temporary,
part-time employees; and elected officials who do not make written application.
For the year ended December 31, 1994, the City's total payroll was $97,340,971 of which$43,961,577
was covered under the Civilian Plan.
The Civilian Plan, as of the last actuarial valuation date, July 1, 1993, had 2,210 members consisting of:
•
Retirees currently receiving benefits 469
Beneficiaries 247
Disability retirements 59
Current active employees:
Vested(City's and employee's portion of benefit) 1,093
Nonvested (employee portion only) 342
2,210
An employee with at least five years of service may retire as early as age 55. If an employee retires prior
to age 60 his/her benefit shall be reduced by 8%for each year his/her pension commences prior to the
year of his/her 60th birthday. If at retirement an employee's age plus service is greater than or equal to
85,the 8%per year reduction is not applied.
An employee's monthly pension equals, for each year of service credit, 1.667%of the average final
monthly compensation of the highest annual equivalent in pay periods of the last five years of
compensation upon which a 4%contribution was made pursuant to the Code.
An employee who terminates before obtaining pension eligibility receives a refund of his/her
contributions plus interest(currently 5%per annum). If employment terminates after five years of
service, the employee may elect a deferred pension instead of a contribution refund. An employee is. _
treated as an active employee if he or she dies before the pension becomes payable.
Employees contribute, by payroll deduction, 4%of their total calendar year compensation. Employees
are 100%vested in their contributions. An employee who has participated in the plan for twenty-five
years may elect to discontinue his contributions and receive no pension credits for service thereafter.
The City makes quarterly payments equal to the amount contributed by employees plus the remaining
cost of membership service plus an amount sufficient to amortize the past service cost over thirty years
from July 1, 1989.
Prior service credit is granted for employment with the City before January 1, 1949, and membership
service credit is granted for employment thereafter. Compulsory military duty and voluntary military
duty in time of war count as service. The Civilian Plan also provides for certain disability and death
benefits.
28
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Funding Status and Progress -The actuarial present value(APV)of credit projected benefits is a
standardized disclosure measure of the accrued pension benefit obligation(PBO). It is the discounted
amount of benefits estimated to be payable in the future as a result of employee service through the
valuation date,computed by attributing an equal benefit amount(including the effects of projected salary
increases and step-rate benefits)to each year of credited and expected future employee service.
The APV of credited projected benefits at July 1, 1993 was determined through an actuarial valuation.
Significant actuarial assumptions used in the valuation include (a)a rate of return on the investment of
present and future assets of 7%a year compounded annually, (b)projected salary increases of 4.5%a
year, compounded annually, attributable to inflation and seniority merit,and(c) life expectancies before
and after retirement based on the 1984 Unisex Pension Mortality Table.
Pension Benefit
Obligation as of
July 1, 1993
Vested Benefits: 4,853,98,982
4,8 5 53
Participants currently receiving benefits $ 2
30,286,166
Accumulated employee contributions - including interest
Active participant benefits attributable to employer 109,684,602
Nonvested benefits 2,409,028
Pension benefit obligation(PBO) 112,093,630
Net assets available for benefits at cost(with a market value of 116,848,751
$140,689,071 in 1993)
Assets in excess of pension benefit obligation $ 4,755,121
Annual covered payroll $ 44,254,510
Net assets available for benefits at fair value as a percentage of PBO 104 %
Assets in excess of PBO as a percentage of annual covered payroll " 11 %
Contribution Required and Contribution Made -The City uses the Entry Age Normal Cost valuation
method to determine its required contribution to the Plan. The significant actuarial assumptions used to
determine the required contribution are the same as those used to compute the PBO.
29
� I
.
The actuarially determined City contribution requirement for the year ended June 30, 1993 was
$2,108,226, including$1,184,755 of normal cost plus $923,471 of underfunded past service cost, based
on a projected covered payroll of$44,254,510, or 4.764%as a percentage of payroll. The Funds are
allocated a portion of the normal cost based on percentages of payroll. Expense of$394,432 and
$386,433 for 1994 and 1993, respectively, was incurred and paid by the Funds. Actual City
contributions are based on the percentage of payroll calculated by the actuary. Actual contributions at
December 31, 1994 and 1993 include the following:
1994 1993
As a Percentage As a Percentage
of Current Year of Current Year
In Dollars Covered Payroll In Dollars Covered Payroll
Employer $2,286,002 5:2 % $2,383,293 5.2 %
Employee-required 1,758,463 4.0 1,833,302 4.0
Special contributions:
Employer - - - -
Employee 70,328 - 2,757 -
Total $4,114,793 9.2 % $4,219,352 9.2 %
Three-year historical trend information, as available, is as follows:
Assets in
Excess
(Deficit) of
Pension Col. 1 Pension Annual Col.4
Net Assets Benefit as%of Benefit Covered as%of
for Benefits Obligation Col. 2 Obligation Payroll Col.5
(Col. 1) (Col. 2) (Col. 3) (Col. 4) (Col.5) (Col. 6)
July 1, 1992 No Valuation Available
• July 1, 1993 $116,848,751 $112,093,630 . 104 % $4,755,121 $44,254,510 11 % .
July 1, 1994 No Valuation Available
Required ten-year historical trend information, as available, is presented in Tables 1 and 2 of the
supplemental information.
Uniformed Plan
Plan Description -The Uniformed Plan became effective July 1, 1961. Its provisions are covered by
• Chapter 22 of the Omaha Municipal Code. The Uniformed Plan covers all probationary and regular
uniformed personnel of the police and fire divisions of the public safety department of the City.
For the year ended December 31, 1994,the City's payroll covered under the Uniform Plan was
$53,379,264.
30 41)
1
As of July 1, 1994, the date of the last actuarial valuation, the Uniformed Plan had membership as •
follows:
Retirees currently receiving benefits 359
Beneficiaries 245
Disability retirements 237
Vested terminations 3
Current active employees 1,202
2,046
An employee with at least twenty-five years of service may retire as early as age 50.
An employee's monthly pension is a percentage (from 20 to 60)of the employee's highest average
monthly compensation during any consecutive twelve paid months during the employee's last five years
of service. Prior to September 1989 the maximum monthly pension compensation percentage was 50%.
In September 1989 the City agreed to increase the percentage by 1%for each year of service over
twenty-five years of service to the current maximum of 60%.
The Uniformed Plan also provides for certain disability and death benefits.
An employee who terminates prior to obtaining pension eligibility receives a refund of his contributions
plus interest. If employment terminates before age 50 with more than twenty years of service and prior
to obtaining pension eligibility, the employee may elect to receive, in lieu of a refund, a deferred monthly
pension beginning at age 50.
Employees are required to contribute, by payroll deduction, 9.1%(previously 8.15%through mid-
September 1989) of total monthly salary. The City is required by the Municipal Code to contribute
10.4%(9.45%through mid-September 1989)of each eligible employee's total monthly salary and the
' City shall make contributions to fund the cost of pensions accrued for prior service in an amount equal to
(a) required interest on the unfunded actuarial liability for prior service,or(b)the actual amount of such
pensions as they become due and payable. As a result of litigation,the City has agreed to contribute to
the Uniform Plan$1,327,600 per year,which fulfills the City's requirement(b) above.
31
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•
•
Funding Status and Progress -The APV of credited projected benefits at July 1, 1994 was determined
through an actuarial valuation. Significant actuarial assumptions used in the valuation included(a)a
rate of return on the investment of present and future assets of 8.5%, and(b)projected annual salary
increases for inflation plus merit increases based on age.
Pension Benefit
Obligation as of
July 1,1994
Retirees and beneficiaries currently receiving benefits and terminated
employees entitled to benefits but not yet receiving them $103,588,878
Accumulated employee contributions -including interest 54,000,910
participant benefits attributable to employer 50,582,163
L air- -
208,171,951
Nonvested benefits 35,886,659
Pension benefit obligation 244,058,610
Net assets available for benefits at cost (with a market value of
$191,282,653 in 1994) 183,255,226
Unfunded pension benefit obligation $ 60,803,384
Annual covered payroll $ 53,379,264
Net assets available for benefits at cost as a percentage of PBO 75 %
Unfunded PBO as a percentage of annual covered payroll 114 %
Contribution Required and Contribution Made -The City uses the Aggregate Cost valuation method to
determine its required contribution to the Plan. The significant actuarial assumptions used to determine
the required contribution are the same as those used to compute the PBO.
•
•
32
The Plan's contribution was based on the most recent actuarial determination plus an increase resulting
from a change in the Plan's provisions made in September 1990. Actual contributions for the year ended
December 31, 1994 include:
As a Percentage
of Current Year
In Dollars Covered Payroll
City:
Current $ 5,551,457 10.40 %
Prior service 1,327,600 2.49
Employee-required 4,857,513 9.10
Total $11,736,570 21.99 %
Additional historical trend information to analyze the strength of the Uniformed Plan is available in
Tables 3 and 4 of the supplemental information.
14. DEFERRED COMPENSATION PLAN
The City of Omaha has a deferred compensation plan created in accordance with Internal Revenue Code
Section 457. The plan permits eligible employees to defer a portion of their salary until future years.
The deferred compensation is not available to employees until termination, retirement, death,
unforeseeable emergency, or permanent disability.
All amounts of compensation deferred under the plan, all property and rights purchased with those
amounts, and all income attributable to those amounts, property, or rights are(until paid or made
available to the employee or other beneficiary) solely the property and rights of the City(without being
restricted to the provisions of benefits under the plan), subject only to the claims of the City's general
creditors. Participants' rights under the plan are equal to those of general creditors of the City in an
amount equal to the fair market value of the deferred account for each participant. The plan's assets are
held by an external administrator, and are recorded in the general purpose financial statements at fair
market value. rt
It is the City's opinion that the City has no liability for losses which may arise under any legally
permitted investment of funds under the plan, but does have the duty of due care that would be required
of an ordinary prudent investor. The City has not used these assets to pay general creditors and the City
believes that it is unlikely that it will use the assets to satisfy the claims of general creditors in the future.
11/747'
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15. SEGMENT INFORMATION FOR ENTERPRISE FUNDS
The City maintains five Enterprise Funds which provide sewer, marina, dock, parking and golf
concession services. Segment information for the year ended December 31, 1994 is as follows:
Downtown Golf
Dodge Park Redevelopment Concession
Sewer Marina Municipal Project Revenue
Revenue Fund Fund Dock Fund No.1 Fund Fund Total
Operating revenues $ 30,652,873 S282,307 $ 55,597 $ - $2,893,851 $ 33,884,628
. Operating expenses:
Depreciation and amortization $ 8,304,026 S 39,432 $ 38,716 $ - $ 65,053 $ 8,447,227
Other 18,785,372 157,353 549 19,437 2,400,467 21,363,178
$ 27,089,398 S196,785 $ 39,265 $ 19,437 S2,465,520 $ 29,810,405
Operating income(loss) $ 3,563,475 S 85,522 $ 16,332 $(19,437) $ 428,331 $ 4,074,223
Net income(loss) $ 1,500,959 S 93,914 $ 16,332 $(19,437) $ 728,331 $ 2,320,099
Net working capital $ 13,247,514 $261,824 $ 99,281 $78,975 $ 859,133 S 14,546,727
Total assets $262,872,602 S849,996 $401,063 $ 82,817 $1,747,800 S265,954,278
Bonds and notes payable-net of
unamortized discount $ 30,321,197 S - $ - S - $ - $ 30,321,197
Current year contributed capital $ 2,439,709 S - $(23,150) $ - $ - $ 2,416,559
Fund equity $227,149,621 S849,163 $401,063 $78,975 $1,701,606 $230,180,428
Net acquisition(disposal)of
property,plant and equipment $ 11,462,200 S (3,394) $ - S - S 482,378 $ 11,941,184
16. FIXED ASSETS
General Fixed Assets-All assets are valued at estimated historical cost or, if donated,estimated value
at time of donation. The City has elected not to record infrastructure assets or to depreciate general
fixed assets.
A summary of changes in general fixed assets follows:
Balance
Balance December 31,
January 1, 1994 Additions • Deletions 1994
Land $ 25,269,814 $ 391,626 $ - $ 25,661,440
Buildings and
improvements 107,769,941 9,720,629 12,635,228 104,855,342
Equipment 26,051,354 4,052,616 5,772,534 24,331,436
$159,091,109 $14,164,871 $18,407,762 $154,848,218
•
•
34 "c"--N,
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5
Proprietary Fund Types-A summary of Proprietary Fund Type property, plant and equipment at
December 31, 1994 follows:
internal
Enterprise Service
Land $ 2,311,178 $
Buildings 440,032 -
Improvements other than buildings 919,017 -
Equipment, machinery and fixtures 7,927,376 293,029
Sewerage treatment plants and other facilities 320,419,867 -
Construction in progress 13,285,450 -
345,302,920 293,029
Less accumulated depreciation 104,115,050 115,658
$241,187,870 $177,371
Construction in progress at December 31, 1994 is composed of the following:
Sewer Fund:
Street Sewer Separation Project $ 2,243,680
Missouri River Treatment Works 2,004,998
Geographic Information Mapping System 2,082,084
Construction on various sewer facilities 6,743,916
Golf Revenue Fund:
Elmwood Renovation Project 210,772
Total construction in progress $13,285,450
17. RECONCILIATION OF BUDGET BASIS REVENUES AND EXPENDITURES TO GAAP
Revenue and expenditures presented on a non-GAAP budget basis of accounting differ from the revenues
and expenditures presented in accordance with generally accepted accounting principles (GAAP) because
- - - - of the different treatment of encumbrances and accruals-(revenue recognition). -
In addition, Section 5.14 of the City of Omaha's Home Rule Charter requires that the year-end general -
fund balance"be applied as general fund revenue in the budget for the fiscal year two years subsequent
to that fiscal year". Therefore, the amount of the general fund carryover coming into a particular fiscal
year has already been determined. Any general fund encumbrances at the end of a fiscal year are not
included in the year-end general fund balance because those encumbrances will normally need to be paid
in the following fiscal year and cannot be held until the fiscal year two years subsequent to the fiscal year
when the encumbrance was incurred.
35
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36
e
i
18. POST-RETIREMENT HEALTH CARE BENEFITS
In addition to providing the pension benefits described in Note 13, the City provides health insurance
covrage, in accordance with the City's Municipal Code and the City's contracts with the Omaha Police
Union Local No. 101,the Professional Firefighters Association of Omaha Local No. 385 and the Omaha
City Employees Local No. 251. Currently, 1,091 individuals meet these eligiblity requirements. The
cost of health insurance coverage is recognized as an expense as premiums are paid. For 1994,these
costs approximated$2,400,000.
19. EXCESS OF EXPENDITURES OVER APPROPRIATIONS
Excess of expenditures over appropriations in individual funds or general fund/departments are as
follows:
Excess
Fund/Department Expenditures
General Fund:
General Government $ 173,002
Parks, Recreation and Public Property 297,714
Other 391,173
Special Revenue Funds:
Municipal Infrastructure Redevelopment Fund 276
Police/FBI Seized Assets Fund 41,271
Emergency Telephone Communications 333,097
Interceptor Sanitory Sewer Fund 240,133
Parks and recreation 494,438
Other 562,984
20. COMMITMENTS
The City is a defendant in a number of lawsuits in its normal course of operations. The majority of these
lawsuits relate to condemnations for street and utility construction projects which are not included in tax
supported funds. In addition to amounts recorded by the City as other accrued liabilities,the City
Attorney is of the opinion that there is a reasonable possibility that the City will incur additional losses
on these lawsuits not to exceed$9,000,000.
The City is a party to numerous contracts related to design and construction projects within the
Wastewater Collection and Treatment System. At December 31, 1994, approximately$4,522,992 of
such contracts were not recorded as liabilities as the related construction had not been performed.
The City participates in a number of Federally assisted grant programs, principally Federal Highway
Construction Grants, Community Development Block Grant, Job Training Partnership Act and other
local improvement programs. The programs are subject to financial audits. The amount of
expenditures, if any,which may be disallowed by granting agencies is not determinable at this time;
however, City management does not believe that such amounts, if any,would be significant.
37
11
APPENDIX B
FORM OF LETTER AGREEMENT
September , 1995
FirsTier Bank Omaha, N.A., as Trustee
1700 Famam Street
Omaha, Nebraska 68102-2183
$8,475,000
City of Omaha Parking Facilities Corporation
Lease Revenue Bonds
(Omaha-Park Four and Omaha-Park Five Projects)
Series 1995
Dear Ladies and Gentlemen:
(a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska
(the "City") and FirsTier Bank Omaha, N.A., as Trustee (the "Trustee") under that certain
Indenture of Trust dated as of September 1, 1995 (the "Indenture"), for the benefit of the holders
of$8,475,000 City of Omaha Parking Facilities Corporation Lease Revenue Bonds (Omaha-Park
Four and Omaha-Park Five Projects), Series 1995 (the "Bonds") and to facilitate compliance
with Section (b)(5)(i)of Securities and Exchange Commission Rule 15c2-12 under the Securities
Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). This Letter
Agreement is being executed and delivered to assist Kirkpatrick. Pettis Smith Pollan, Inc.,
FirsTier Bank, National Association, Smith Barney Inc./Chiles Heider Division and Dain
Bosworth Incorporated (collectively, the "Underwriter"), as Participating Underwriters under
the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not
otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph (b)
hereof.
(b) The following are the definitions of the capitalized terms used herein and not
otherwise defined in the Indenture:
"Annual Financial Information" means the financial information or operating data
with respect to the City, provided at least annually, of the type included in Appendix A
hereto. The fmancial statements included in the Annual Financial Information shall be
prepared in accordance with generally accepted accounting principles ("GAAP") for
governmental units as prescribed by the Government Accounting Standards Board
("GASB"). Such financial statements may, but are not required to, be Audited Financial
Statements.
01/161215.5
"Audited Financial Statements" means the City's annual financial statements,
prepared in accordance with GAAP for governmental units as prescribed by GASB,
which financial statements shall have been audited by the City Council Audit Committee.
"Material Event" means any of the following events, if material, with respect to
the Bonds:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults;
(iii) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) Substitution of credit or liquidity providers, or their failure to
perform;
(vi) Adverse tax opinions or events affecting the tax-exempt status of
• the Bonds;
(vii) Modifications to rights of Bondholders;
(viii) Bond calls (other than mandatory sinking fund redemptions);
(ix) Defeasances;
(x) Release, substitution or sale of property securing repayment of the
Bonds; and
(xi) Rating changes.
"Material Event Notice" means written or electronic notice of a Material Event.
"NRMSIR" means a nationally recognized municipal securities information
repository, as recognized from time to time by the Securities and Exchange Commission
by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date
of this Letter Agreement are Bloomberg Municipal Repositories, Post Office Box 840,
Princeton, New Jersey 08542-0840, Phone: (609) 279-3200 and Fax: (609) 279-5962;
The Bond Buyer, Attention: Municipal Disclosure, 395 Hudson Street, New York,
New York 10014, Phone: (212) 807-3814, Fax: (212) 989-9282 and Internet: Disclosure
Muller.com; Kenny Information Systems,Inc., 16th Floor, 65 Broadway, New York,
01/161215.5 B-2
New York 10006, Attention: Kenny Repository Service, Phone: (212) 770-4595 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 Disclosure Inc., 5161 River Road, Bethesda, Maryland 20816, Attention: Document
acquisitions/Municipal Securities, Phone: (301) 951-1450 (for issuer related questions)
and Fax: (301) 718-2329 (for issuers to fax in documents).
"SID" means a state information depository as operated or designated by the State
of Nebraska and recognized by the Securities and Exchange Commission by no-action
letter as such for the purposes referred to in the Rule. There is not a SID as of the date
of this Letter Agreement.
(c) The City undertakes to provide the following information as provided in this
Letter Agreement:
(1) Annual Financial Information;
(2) Audited Financial Statements, if any; and
(3) Material Event Notices.
(d)(1) The City shall while any Bonds are Outstanding provide the Annual Financial
Information on or before the date which is 270 days after the end of each fiscal year of the City
(the "Submission Date"), beginning in 1997, to the Trustee, who shall provide such Annual
Financial Information to each then existing NRMSIR and the SID, if any, on or before the date
which is five days after the Submission Date (the "Report Date") while any Bonds are
Outstanding or, if not received by the Trustee by the second Business Day prior to the Report
Date, then within five Business Days of its receipt by the Trustee. The City shall include with
_each submission of Annual Financial Information to the Trustee a written representation
addressed to the Trustee to the effect that the Annual Financial Information is the Annual
Financial Information required hereby and that it complies with the applicable requirements
hereof. If the City changes its fiscal year, it shall provide written notice of the change of fiscal
year to the Trustee and to each then existing NRMSIR or the Municipal Securities Rulemaking
Board ("MSRB") and the SID, if any. It shall be sufficient if the City provides to the Trustee
and the Trustee provides to each then existing NRMSIR and the SID, if any, any or all of the
Annual Financial Information by specific reference to documents previously provided to each
NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if
such a document is a final official statement within the meaning of the Rule, available from the
MSRB.
(2) If not provided as part of the Annual Financial Information;the City shall provide
the Audited Financial Statements to the Trustee when and if available while any Bonds are
Outstanding and the Trustee shall then promptly provide each then existing NRMSIR and the
SID, if any, with such Audited Financial Statements.
01/161215.5 B-3 I
(3)(i) If a Material Event occurs while any Bonds are Outstanding, the City shall
provide written or electronic notice of a Material Event in a timely manner to the Trustee. The
Trustee shall promptly prepare a Material Event Notice, which shall be so captioned and shall •
prominently state the date, title and CUSIP numbers of the Bonds, and shall promptly provide
the Material Event Notice to each then existing NRMSIR or the MSRB and the SID, if any.
(ii) The Trustee shall promptly advise the City whenever, in the course of performing
its duties as Trustee hereunder or under the Indenture, the Trustee identifies an occurrence
which, if material, would require the City to provide a Material Event Notice pursuant to
subparagraph (d)(3)(i), provided that the failure of the Trustee to so advise the City shall not
cause a breach by the Trustee of any of its duties and responsibilities hereunder.
(4) The Trustee shall, without further direction or instruction from the City, provide
in a timely manner to each then existing NRMSIR or the MSRB and to the SID, if any, notice
of any failure by the City while any Bonds are Outstanding to provide to the Trustee Annual
Financial Information on or before the Report Date (whether caused by failure of the City to
provide such information to the Trustee by the Submission Date or for any other reason). For
the purposes of determining whether information received from the City is Annual Financial
Information, the Trustee shall be entitled conclusively to rely on the City's written representation
made pursuant to paragraph (d)(1) hereof.
(5) If the City provides to the Trustee information relating to the City or the Bonds,
which information is not designated as a Material Event Notice, and directs the Trustee to
provide such information to information repositories, the Trustee shall provide such information
in a timely manner to the MSRB and the SID, if any.
(6) The Trustee shall determine each year prior to the Report Date the name and
address of each NRMSIR and the SID, if any.
(e) The continuing obligation hereunder of the City to provide Annual Financial
Information, Audited Financial Statements, if any, and Material Event Notices shall terminate
immediately once the Bonds no longer are Outstanding. This Letter Agreement, or any
provision hereof, shall be null and void in the event that the City delivers to the Trustee an
opinion of nationally recognized bond counsel to the effect that those portions of the Rule which
require this Letter Agreement, or any such provision, are invalid, have been repealed
retroactively or otherwise do not apply to the Bonds, provided that the Trustee shall have
provided notice of such delivery and the cancellation of this Lcetter Agreement or any provision
hereof to each then existing NRMSIR or the MSRB and the SID, if any.
(f) This Letter Agreement may be amended by the City and the Trustee, without the
consent of the Bondholders, but only upon the delivery by the City to the Trustee of the
proposed amendment and an opinion of nationally recognized bond counsel to the effect that such
amendment, and giving effect thereto, will not adversely affect the compliance of this Letter
Agreement and by the City with the Rule and that such amendment complies with this
01/161215.5 B-4
i
paragraph (f), provided that the Trustee shall have provided notice of such delivery and of the
amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such
amendment shall satisfy the following conditions:
(1) The amendment may 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 City, or type of business conducted;
(2) This Letter Agreement, as amended, would have complied with the
requirements of the Rule at the time of the primary offering, after taking into account
any amendments or interpretations of the Rule, as well as any change in circumstances;
and
(3) The amendment does not materially impair the interest of holders of the
Bonds, as determined by nationally recognized bond counsel, or by approving vote of
holders of the Bonds pursuant to the terms of the Indenture at the time of the
amendment.
•
The initial Annual Financial Information after the amendment shall explain, in narrative form,
the reasons for the amendment and the effect of the change in the type of operating data or
financial information being provided.
(g) Any failure by the parties hereto to perform in accordance with this Letter
Agreement shall not constitute an "Event of Default" under the Indenture or the Lease Purchase
Agreement, and the rights and remedies provided by the Indenture upon the occurrence of an
"Event of Default" shall not apply to any such failure. The Trustee shall not have the power
or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder
may take such actions as may be 'necessary and appropriate, including seeking specific
performance by court order, to cause the City to comply with its obligations hereunder.
(h) This Letter Agreement shall be governed by and construed in accordance with the
laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses
matters of federal securities laws, including the Rule, this Letter Agreement shall be construed
in accordance with such federal securities laws and official interpretations thereof. •
(i) Article X of the Indenture is hereby made applicable to this Letter Agreement as
if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee
shall have only such duties as are specifically set forth in this Letter Agreement, and the City
agrees, subject to the availability of appropriations of funds to it therefor and other moneys
legally available for the purpose, to indemnify and hold harmless the Trustee from and against
any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee
may incur (or which may be claimed against the Trustee by any person or entity whatsoever)
arising out of or in the exercise or performance of its powers and duties hereunder, but
excluding liabilities due to the Trustee's gross negligence or willful misconduct.
t ,
01/161215.5 B-5 f ''
ate)
(j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee,
the Underwriter, the City of Omaha Parking Facilities Corporation and the holders from time
to time of the Bonds and shall create no rights in any other person or entity.
(k) This Letter Agreement may be simultaneously executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same
instrument.
Very truly yours,
[SEAL] CITY OF OMAHA, NEBRASKA
ATTEST:
By
Mayor
City Clerk
APPROVED AS TO FORM:
Assistant City Attorney
Acknowledged and Accepted as of
the date first above written:
FIRS TIER BANK OMAHA, N.A.,
as Trustee
By
Authorized Signatory
OI/141215.5 B-6
1 •
APPENDIX C
FORM OF OPINION OF BOND COUNSEL
September , 1995
•
City of Omaha Parking Facilities Corporation
City of Omaha Planning Department
Suite 1100, 1819 Farnam Street
Omaha, NE 68183
$8,475,000
City of Omaha Parking Facilities Corporation
Lease Revenue Bonds
(Omaha-Park Four and Omaha-Park Five Projects)
Series 1995
Gentlemen:
We have acted as Bond Counsel in connection with the issuance and sale by City of
Omaha Parking Facilities Corporation, a nonprofit corporation organized under the laws of the
State of Nebraska (the "Corporation"), of its Lease Revenue Bonds (Omaha-Park Four and
Omaha-Park Five Projects), Series 1995, on behalf of the City of Omaha, Nebraska (the "City"),
in the aggregate principal amount of$8,475,000 (the "Bonds"). The Bonds are issued as fully
registered bonds without coupons, are dated September 15, 1995, bear interest semiannually on
March 15 and September 15 of each year commencing.March 15, 1996 at the rates per,annum
set forth below and mature on September 15 of the.years and in the principal amounts set forth
below:
Year Principal Amount Interest Rate
1996 $
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2015 .
•
01/161215.5
f r
1
The Bonds maturing on September 15, 2006 and thereafter are subject to redemption at
the option of the Corporation in whole at any time or in part on any interest payment date on
or after September 15, 2005 and to extraordinary mandatory redemption in whole at any time.
The Bonds have been issued under and pursuant to the Constitution and laws of the State
of Nebraska and in accordance with (i) the provisions of a resolution (the "Resolution") adopted
by the Board of Directors of the Corporation that authorized the issuance of the Bonds and the
execution and delivery of the Lease-Purchase Agreement dated as of September 1, 1995 (the
"Agreement") by and between the Corporation and the City, the Indenture of Trust dated as of
September 1, 1995 (the "Indenture") by and between the Corporation and FirsTier Bank Omaha,
N.A., as trustee (the "Trustee"), the Ground Lease dated as of September 1, 1995 (the "Lease")
between the Corporation and the City and the Bond Purchase Agreement dated September 19,
1995 between the Corporation and Kirkpatrick Pettis Smith Polian, Inc., FirsTier Bank, National
Association, Smith Barney, Inc./Chiles Heider Division and Dain Bosworth Incorporated
(collectively, the "Underwriter"); and(ii) the provisions of Ordinance No. (the "Ordinance")
passed by the City Council of the City on September 12, 1995, which Ordinance authorized the
execution and delivery of the Agreement, the Lease and the Letter Agreement dated
September 27, 1995 between the City and the Trustee and approved the Indenture and the terms
of and the issuance of the Bonds. The Bonds have been issued to provide the funds for all or
a portion of the cost of acquiring, constructing; furnishing and equipping two public parking
garages to be located in the City of Omaha, Nebraska (the "Projects"). The Project sites are
leased by the City to the Corporation pursuant to the Lease. Under the Agreement, the City will
be granted possession of the Projects and the right to acquire all of the Corporation's interest
in and to the Projects.
The Corporation has covenanted in the Indenture to comply with all necessary restrictions
of the Internal Revenue Code of 1986, as amended, and the Regulations thereunder (the "Code")
to preserve the exclusion of interest on the Bonds from gross income for the purposes of federal
income taxation. Noncompliance by the Corporation with such restrictions may cause the
interest on the Bonds to be subject to federal income taxation retroactive to their date of issue.
In connection with the issuance of the Bonds, we have examined the following:
(a) the Articles of Incorporation and Bylaws of the Corporation;
(b) the Resolution;
(c) the Ordinance;
(d) executed counterparts of the Agreement;
(e) executed counterparts of the Indenture;
(f) an executed counterparts of the Lease;
01/161215.5 C-2 •
(g) an executed counterparts of the Letter Agreement;
(h) the form of Bond No. R-1; and
(i) such other proceedings, opinions, records, documents, Code provisions
and statutes as we deemed necessary and appropriate in rendering this opinion.
In connection with the issuance of the Bonds, we are of the opinion that:
(1) The Corporation is a nonprofit corporation validly created and existing in
the State of Nebraska.
(2) The Corporation has the power to issue the Bonds for the purpose and in
the manner and to apply the proceeds of the sale of the Bonds as set forth in the
Indenture.
(3) The Agreement has been duly authorized, executed and delivered by the
Corporation and, assuming due authorization, execution and delivery by the City,
represents a valid and binding agreement of the Corporation and the City, enforceable
in accordance with its terms.
(4) The Indenture has been duly authorized, executed and delivered by the
Corporation and, assuming due authorization, execution and delivery by the Trustee,
represents the valid and binding agreement of the Corporation and the Trustee,
enforceable in accordance with its terms.
(5) The Lease has been duly authorized, executed and delivered by the
Corporation and, assuming due authorization, execution and delivery by the City,
represents the valid and binding agreement of the Corporation and the City, enforceable
in accordance with its terms.
(6) The Bonds are in proper form and have been executed by proper officers
of the Corporation. The Bonds constitute valid and legally binding obligations of the
Corporation payable, as to principal and interest, solely and only from the Rental
Payments (as that term in defined in the Agreement) from the City's use of the Projects.
(7) The Rental Payments payable by the City under the terms of the
Agreement are general obligations of the City and are payable from the City's General
Fund each.year of the term of the Agreement on the same basis as operating expenses
•
and other contractual obligations of the City. Rental Payments are payable out of the
funds of the City which may be raised, among other sources, by taxes levied by valuation
on all the taxable property within the boundaries of the.City and by sales taxes, subject
to applicable taxing limitations.
01/161215.5 C-3 .
(8) The Agreement represents unconditional obligations of the City and is not
subject to annual renewal.
(9) The obligations of the parties and the enforceability of the provisions
contained in the Agreement, the Indenture and the Lease relating to the parties may be
subject to general principles of equity which permit the exercise of judicial discretion and
are subject to bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally.
(10) Assuming compliance by the Corporation with the covenant referred to in
the fourth paragraph of this letter, interest on the Bonds is excluded from gross income
for the purposes of federal income taxation and is not an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations.
However, for certain corporations, interest on the Bonds is included in the "adjusted
current earnings" (i.e., alternative minimum taxable income as adjusted for certain items,
including those items that would be included in the calculation of a corporation's earnings
and profits under Subchapter C of the Code) for taxable years beginning after 1989, and
such corporations are required to include in the calculation of alternative minimum
taxable income 75% of the excess of each such corporation's adjusted current earnings
over its alternative minimum taxable income (determined without regard to this
adjustment and prior to reduction for certain net operating losses).
Although the interest in the Bonds is excluded from gross income for federal income tax
purposes, the accrual or receipt of interest on the Bonds may otherwise affect the federal income
tax liability of the recipient. The extent of these other tax consequences will depend upon the
recipient's particular tax status or other items of income or deduction. We express no opinion
regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are
corporations (including S corporations, foreign corporations operating branches in the United
States and corporations subject to the environmental tax imposed by Section 59A of the Code),
property or casualty insurance companies, banks, thrifts or other financial institutions, certain
recipients of Social Security or Railroad Retirement benefits or individuals who itemize
deductions are advised to consult their tax advisors as to the tax consequences of purchasing or
holding the Bonds.
Interest of the Bonds is exempt from Nebraska state income taxation so long as it is
exempt for purposes of the federal income tax.
We express no opinion as the title to, or the sufficiency in, the Agreement, the Indenture
or the Lease or otherwise of the description of the Projects or the priority of any liens, charges
or encumbrances on the Projects.
Very truly yours,
01/161215.5 C-4 e /
i
Supplement to Preliminary Official Statement Dated September 12, 1995 Relating To:
$8,475,000*
City of Omaha Parking Facilities Corporation
T past. Revenue Bonds
(Omaha-Park Four and Omaha Park-Five Projects)
Series 1995
The Preliminary Official Statement is hereby amended and supplemented as follows:
(1) The references on the cover page and under 'THE BONDS-Place of Payment"
to the corporate office of the Trustee in Omaha, Nebraska shall instead be to the principal
corporate trust office of the Trustee in Lincoln, Nebraska.
(2) The references under "THE BONDS-Place of Payment" to February 1 and '
August 1 shall instead be to March 1 and September 1, respectively.
(3) The caption for the text under "LEGAL MATTERS-Statutory Property Tax
Receipts Limitation" shall instead be "-Validity of State Property Tax System."
(4) The text under "LEGAL MATTERS-Statutory Property Tax Receipts
Limitation"
shall be: Nebraska law imposes a 0% limit on the annual increase of
anticipated property tax receipts budgeted by local political subdivisions such as the City.
Several exceptions from the limitation exist, including property taxes collected for the retirement
of bonded indebtedness (which exception does not include the Bonds) and collected as a result
of growth, e.g., improvements to real property which increase the value of such property. In
addition, the anticipated receipts may be increased (i) upon an affirmative majority vote of the
governing body of the political subdivision, by up to 4% by the percentage change in the
previous calendar year's Consumer Price Index-All Urban Consumers, (ii) upon a 75%
affirmative vote of the governing body, by the additional increment between such percentage
change and 4% and (iii) upon an affirmative majority vote of those voting in a special election
called by the governing body, by the amount approved.
September 12, 1995.
Gyl
LETTER AGREEMENT
September 27, 1995
FirsTier Bank Omaha, N.A., as Trustee
1700 Farnam Street
Omaha, NE 68102-2183
$8,475,000
City of Omaha Parking Facilities Corporation
Lease Revenue Bonds
(Omaha-Park Four and Omaha-Park Five Projects)
Series 1995
Dear Ladies and Gentlemen:
(a) This Letter Agreement is executed and delivered by the City of Omaha, Nebraska
(the "City") and FirsTier Bank Omaha, N.A., as Trustee (the "Trustee") under that certain
Indenture of Trust dated as of September 1, 1995 (the "Indenture"), for the benefit of the holders
of$8,475,000 City of Omaha Parking Facilities Corporation Lease Revenue Bonds (Omaha-Park
Four and Omaha-Park Five Projects), Series 1995 (the "Bonds") and to facilitate compliance
with.Section (b)(5)(i)of Securities and Exchange Commission Rule 15c2-12 under the Securities
Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the "Rule"). This Letter
Agreement is being executed and delivered to assist Kirkpatrick, Pettis, Smith, Pollan, Inc.,
__ . . _ _ _FirsTier Bank,- National Association, Smith _Barney Inc./Chiles_Heider Division .and Dain. _ .
Bosworth Incorporated (collectively, the "Underwriter"), as Participating Underwriters under
the Rule, to comply with the Rule. Capitalized terms used in this Letter Agreement and not
otherwise defined in the Indenture shall have the meanings assigned such terms in paragraph (b)
hereof.
(b) The following are the definitions of the capitalized terms used herein and not
otherwise defined in the Indenture:
"Annual Financial Information" means the financial information or operating data
with respect to the City, provided at least annually, of the type included in Appendix A
hereto. The financial statements included in the Annual Financial Information shall be
prepared in accordance with generally accepted accounting principles ("GAAP") for
01/161965.3
I•
governmental units as prescribed by the Government Accounting Standards Board
("GASB"). Such financial statements may, but are not required to, be Audited Financial
Statements.
"Audited Financial Statements" means the City's annual financial statements,
prepared in accordance with GAAP for governmental units as prescribed by GASB,
which financial statements shall have been audited by the City Council Audit Committee.
"Material Event" means any of the following events, if material, with respect to
the Bonds:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults;
(iii) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) Substitution of credit or liquidity providers, or their failure to
perform;
(vi) Adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
(vii) Modifications to rights of Bondholders;
(viii) Bond calls (other than mandatory sinking fund redemptions);
(ix) Defeasances;
(x) Release, substitution or sale of property securing repayment of the
Bonds; and
(xi) Rating changes.
"Material Event Notice" means written or electronic notice of a Material Event.
"NRMSIR" means a nationally recognized municipal securities information
repository, as recognized from time to time by the Securities and Exchange Commission
by no-action letter for the purposes referred to in the Rule. The NRMSIRs as of the date
of this Letter Agreement are Bloomberg Municipal Repositories, Post Office Box 840,
01/161965.3 2
•
Princeton, New Jersey 08542-0840, Phone: (609) 279-3200 and Fax: (609) 279-5962;
The Bond Buyer, Attention: Municipal Disclosure, 395 Hudson Street, New York,
New York 10014, Phone: (212) 807-3814, Fax: (212) 989-9282 and Internet: Disclosure
@ Muller.com; Kenny Information Systems, Inc., 16th Floor, 65 Broadway, New York,
New York 10006, Attention: Kenny Repository Service, Phone: (212) 770-4595 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 Disclosure Inc., 5161 River Road, Bethesda, Maryland 20816, Attention: Document
acquisitions/Municipal Securities, Phone: (301) 951-1450 (for issuer related questions)
and Fax: (301) 718-2329 (for issuers to fax in documents).
"SID" means a state information depository as operated or designated by the State
of Nebraska and recognized by the Securities and Exchange Commission by no-action
letter as such for the purposes referred to in the Rule. There is not a SID as of the date
of this Letter Agreement.
(c) The City undertakes to provide the following information as provided in this
Letter Agreement:
(1) Annual Financial Information; •
(2) Audited Financial Statements, if any; and
• (3) Material Event Notices.
(d)(1) The City shall while any Bonds are Outstanding provide the Annual Financial
Information on or before the date which is 270 days after the end of each fiscal year of the City
(the "Submission Date"), beginning in 1997, to the Trustee, who shall provide such Annual
Financial Information to each then existing NRMSIR and the SID, if any, on or before the date
which is five days after the Submission Date (the "Report Date") while any Bonds are
Outstanding or, if not received by the Trustee by the second Business Day prior to the Report
_ Date, then.within five_Business Days of its receipt by.the Trustee. The City shall include with ..
each submission of Annual Financial Information to the Trustee a written representation
addressed to the Trustee to the effect that the Annual Financial Information is the Annual
Financial Information required hereby and that it complies with the applicable requirements
hereof. If the City changes its fiscal year, it shall provide written notice of the change of fiscal
year to the Trustee and to each then existing NRMSIR or the Municipal Securities Rulemaking
Board ("MSRB") and the SID, if any. It shall be sufficient if the City provides to the Trustee
and the Trustee provides to each then existing NRMSIR and the SID, if any, any or all of the
Annual Financial Information by specific reference to documents previously provided to each
NRMSIR and the SID, if any, or filed with the Securities and Exchange Commission and, if
such a document is a final official statement within the meaning of the Rule, available from the
MSRB.
01/161965.3 3
(2) If not provided as part of the Annual Financial Information, the City shall provide
the Audited Financial Statements to the Trustee when and if available while any Bonds are
Outstanding and the Trustee shall then promptly provide each then existing NRMSIR and the
SID, if any, with such Audited Financial Statements.
(3)(i) If a Material Event occurs while any Bonds are Outstanding, the City shall
provide written or electronic notice of a Material Event in a timely manner to the Trustee. The
Trustee shall promptly prepare a Material Event Notice, which shall be so captioned and shall
prominently state the date, title and CUSIP numbers of the Bonds, and shall promptly provide
the Material Event Notice to each then existing NRMSIR or the MSRB and the SID, if any.
(ii) The Trustee shall promptly advise the City whenever, in the course of performing
its duties as Trustee hereunder or under the Indenture, the Trustee identifies an occurrence
which, if material, would require the City to provide a Material Event Notice pursuant to
subparagraph (d)(3)(i), provided that the failure of the Trustee to so advise the City shall not
cause a breach by the Trustee of any of its duties and responsibilities hereunder.
(4) The Trustee shall, without further direction or instruction from the City, provide
in a timely manner to each then existing NRMSIR or the MSRB and to the SID, if any, notice
of any failure by the City while any Bonds are Outstanding to provide to the Trustee Annual
Financial Information on or before the Report Date (whether caused by failure of the City to
provide such information to the Trustee by the Submission Date or for any other reason). For
the purposes of determining whether information received from the City is Annual Financial
Information, the Trustee shall be entitled conclusively to rely on the City's written representation
made pursuant to paragraph (d)(1) hereof.
(5) If the City provides to the Trustee information relating to the City or the Bonds,
which information is not designated as a Material Event Notice, and directs the Trustee to
provide such information to information repositories, the Trustee shall provide such information
in a timely manner to.the MSRB and the SID, if any.
(6) The Trustee shall determine each year prior to the Report Date the name and
address of each NRMSIR and the SID, if any.
(e) The continuing obligation hereunder of the City to provide Annual Financial
Information, Audited Financial Statements, if any, and Material Event Notices shall terminate
immediately once the Bonds no longer are Outstanding. This Letter. Agreement, or any
provision hereof, shall be null and void in the event that the City delivers to the Trustee an
opinion of nationally recognized bond counsel to the effect that those portions of the Rule which
require this Letter Agreement, or any such provision, are invalid, have been repealed
retroactively or otherwise do not apply to the Bonds, provided that the Trustee shall have
provided notice of such delivery and the cancellation of this Letter Agreement or any provision
hereof to each then existing NRMSIR or the MSRB and the SID, if any.
01/161965.3 4
,
(f) This Letter Agreement may be amended by the City and the Trustee, without the
consent of the Bondholders, but only upon the delivery by the City to the Trustee of the
proposed amendment and an opinion of nationally recognized bond counsel to the effect that such
amendment, and giving effect thereto; will not adversely affect the compliance of this Letter
Agreement and by the City with the Rule and that such amendment complies with this
paragraph (f) , provided that the Trustee shall have provided notice of such delivery and of the
amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such
amendment shall satisfy the following conditions:
(1) The amendment may 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 City, or type of business conducted;
(2) This Letter Agreement, as amended, would have complied with the
requirements of the Rule at the time of the primary offering, after taking into account
any amendments or interpretations of the Rule, as well as any change in circumstances;
and
(3) The amendment does not materially impair the interest of holders of the
Bonds, as determined by nationally recognized bond counsel, or by approving vote of
holders of the Bonds pursuant to the terms of the Indenture at the time of the
amendment.
The initial Annual Financial Information after the amendment shall explain, in narrative form,
effect of the change in the .type of operating the reasons for the amendment and the g p g data or
financial information being provided.
(g) Any failure by the parties hereto to perform in accordance with this Letter
Agreement shall not constitute an "Event of Default" under the Indenture or the Lease Purchase
Agreement, and the rights and remedies provided by the Indenture upon the occurrence of an
"Event of Default" shall not apply to any such failure. The Trustee shall not have the power
or duty to enforce this Letter Agreement. If the City fails to comply herewith, any Bondholder -
may take such actions as may be necessary and appropriate, including seeking specific
performance by court order, to cause the City to comply with its obligations hereunder.
(h) This Letter Agreement shall be governed by and construed in accordance with the
laws of the State of Nebraska, provided that to the extent this Letter Agreement addresses
matters of federal securities laws, including the Rule, this Letter Agreement shall be construed
in accordance with such federal securities laws and official interpretations thereof.
(i) Article X of the Indenture is hereby made applicable to this Letter Agreement as
if this Letter Agreement were (solely for this purpose) contained in the Indenture. The Trustee
shall have only such duties as are specifically set forth in this Letter Agreement, and the City
agrees, subject to the availability of appropriations of funds to it therefor and other moneys
01/161965.3 5
1
r"
1
legally available for the purpose, to indemnify and hold harmless the Trustee from and against
any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Trustee
may incur (or which may be claimed against the Trustee by any person or entity whatsoever)
arising out of or in the exercise or performance of its powers and duties hereunder, but
excluding liabilities due to the Trustee's gross negligence or willful misconduct.
•
(j) This Letter Agreement shall inure solely to the benefit of the City, the Trustee,
the Underwriter, the City of Omaha Parking Facilities Corporation and the holders from time
to time of the Bonds and shall create no rights in any other person or entity.
(k) This Letter Agreement may be simultaneously executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same
instrument.
Very truly yours,
[SEAL] CITY OF OMAHA, NEBRASKA
ATTEST:
By
Mayor.
City Clerk
APPROVED AS TO FORM:
/2
Assistant Ci or
Acknowledged and Accepted as of
the date first above written:
FIRS I hR BANK OMAHA, N.A.,
as Trustee
By
Authorized Signatory
01/161965.3 6
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