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RES 1995-2754 - General obligation bonds, various purpose and refunding bonds, series of 1995 .• I+ Olat .' �4.0 4&HA,NgB�'� October 24, 1995 ��r , 't '': �y1 ` -` 1' ' f Miti•ir Cyr 0 A �4TFD FE9Rvr .%' Honorable President CITY CLERK ' ' '` City of Omaha 1-y - ' Hal Daub,Mayor O �ANA., NEBRASK. and Members of the City Council, Finance Department Omaha/Douglas Civic Center GENERAL OBLIGATION BONDS 1819 Farnam Street,Suite 1004 Omaha,Nebraska 68183-1004 VARIOUS PURPOSE AND REFUNDING BONDS - SERIES OF 1995 (402)444-5416 $17,315,000 Telefax(402)444-5423 • Louis A.D'Ercole Acting Director Submitted for your consideration is a Resolution regarding the sale of General Obligation Bonds authorized at elections held on May 9, 1989, May 12, 1992, November 3, 1992 and May 11, 1993, and General Obligation Refunding Bonds authorized by law. The Resolution approves or authorizes the following: 1. Approves the following exhibits attached to the Resolution and made a part hereof: Exhibit A - Preliminary Official Statement Exhibit B - Official Notice of Sale Exhibit C - Official Bid Form 2. Authorizes the Acting Finance Director to certify and deliver the Preliminary Official Statement on behalf of the City of Omaha. 3. Authorizes and directs the City Comptroller to publish the Official Notice of Sale in such a manner as he deems advisable. 4. Authorizes and directs the City Clerk to receive sealed proposals on said Official Bid Form for the Various Purpose and Refunding Bonds, Series of 1995 until 11:00 a.m., Omaha time,November 7, 1995 Respectfully submitted, Referred to the City Council for Consideration: tge--4--C,‹...,,, ''.----- - '''') , , Louis A. D'Ercole �� Mayor's Office Acting Finance Director • P:\FIN\0458.SKZ C .0 d 5 O 2. A :� m PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 27,1995 N 0 •_, g Ratings:Moody's: • N Standard&Poor's: N O7,0 (See "RATINGS" herein) .2 .- 3 In the opinion ofBond Counsel,under existinglaws,regulations,rulings and judicial decisions,interest on the Series 1995 Bonds is excluded o - Pi 8 g N o o from gross income for federakincome tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on o 0 m individuals and corporations,except. such interest must be included in the"adjusted current earnings"of certain corporations for purposes of calculating ,. a 2 alternative minimum taxable inco . Bond Counsel also is of the opinion that,under existing laws of the State of Nebraska,such interest is exempt from a S Nebraska state income tazatio as ng as it is exempt for purposes of the federal income tax. See "THE BONDS—Tax Exemption"herein. • 00 0 W ^-Kf $17,315,000 W ! ( ,� [Omaha-Seal] CITY OF OMAHA,NEBRASKA . d VARIOUS PURPOSE AND REFUNDING BONDS -• •3 :✓ SERIES OF 1995 p• .J- 0 = Dated: Novembe•1, 1995 Due: November 1,as shown below d m B o o The Series of 1995 Bonds(the"Series 1995 Bonds")are issuable in fully registered form in the denominations of$5,000 and integral multiples >' a Ti3O thereof. Interest is payable semiannually on May I and November 1 of each year,commencing May 1, 1996,by check or draft mailed to the registered Is2 O owner as of the applicable record date at the address shown on the books of registry maintained by First National Bank of Omaha,as Registrar. Principal C o > of the Series 1995 Bonds is payable upon presentation and surrender of the Series 1995 Bonds at the principal corporate office of First National Bank of o 1 Omaha,as Paying Agent,in Omaha,Nebraska. The Series 1995 Bonds are subject to optional redemption prior to maturity,as more fully set forth herein. • m 0 f� The Series 1995 Bonds initially will be registered in the name of Cede&Co., as nominee for The Depository Trust Company,New York, -- $ o [- New ork("DTC"),which will act as securities depository for the Series 1995 Bonds. Purchases of the Series 1995 Bonds may be made only in book-entry ›' o o form in authorized denominations by credit to participating broker-dealers and other institutions on the books of DTC as described herein. Purchasers will 4 'r not receive certificates evidencing the Series 1995 Bonds. Principal of,premium, if any,and interest on the Series 1995 Bonds will be payable by the •.o m •paying agent directly to DTC as the registered owner thereof. Disbursement of such payments to the DTC Participants is the responsibility of DTC,and • a m a disbursement of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants,as more fully described V N .. . m •S o herein>\Any purchaser of a beneficial interest in the Series 1995 Bonds must maintain an account with a broker or dealer who is,or acts through,a DTC d `o w Participant to receive payment of the principal of, premium, if any, and interest on such Series 1995 Bonds. See "THE BONDS—Book-Entry-Only g = W o System"herein. m e 4- a E d d The proceeds of the Series 1995 Bonds will be used to pay the costs of acquiring equipment and constructing improvements relating to the City's a o :a' streets,sewer system,public facilities and parks and recreation system and to refund debt assumed by the City as a result of its annexations of three sanitary E g o and improvement districts. W m c m °, 4 Xa The Series 1995 Bonds are payable from ad valorem taxes,unlimited as to rate and amount,levied by the City against all taxable property in 2 .ti the City. The full faith and credit of the City are pledged to the prompt payment of the principal of and interest on the Series 1995 Bonds. a E d a MATURITY SCHEDULE . :5 U d w Maturity Date Principal Interest Price or Maturity Date Principal Interest Price or -4 c (November 1) Amount_ Rate Yield (November 1) Amount Rate Yield 0 1996 $1,030,000 2006 $835,000 P.g .9 1997 1,030,000 2007 700,000 .c -I •, 1998 1,030,000 2008 700,000 c g 0 1999 1,025,000 2009 700,000 S .� o •S .2 2000 1,025,000 2010 700,000 ., 0 o m a 2001 1,025,000 2011 700,000 8• 8 a 2002 1,025,000 2012 700,000 a E a 2003 1,025,000 2013 700,000 •S• a 2004 1,025,000 2014 700,000 a .V O . o 3 2005 940,000 2015 700,000 ✓ m d me 0 (Accrued Interest To Be Added) ,n o The Series 1995 Bonds are being offered when,as and if issued by the City and accepted by the original purchasers,subject to the approval of m 0 . , legality of the Series 1995 Bonds by Kutak Rock,Bond Counsel,and to certain other conditions. It is expected that delivery of the Series 1995 Bonds will ° •� be made on or about November 16, 1995,at DTC against payment therefor. �O o .L S'4 d . Dated: November , 1995. c •0 o ._c 3 ,d U Q 4 •7 m N l . -a g a . 4' 7- 3 0120 01/173305.3 CITY OF OMAHA, NEBRASKA HAL DAUB, MAYOR CITY COUNCIL Lee Terry, President Frank Christensen,Vice President Lormong Lo Subby Anzaldo Paul Koneck Brenda Council Richard Takechi MAYOR'S CABINET MEMBERS Louis A. D'Ercole Acting Finance Director Herbert M. Fitle City Attorney Jeffrey Johnson Planning Director George Davis Acting Human Relations Director James N. Skinner Chief of Police Don E. Brunken Fire Chief Barbara Hauptman Acting Chief of Communications Jerry D. Parks Parks, Recreation and Public Property Director Don W. Elliott Public Works Director Michele Frost Personnel Director Joseph Mangiamelli Administrative Services Director AGENCY DIRECTORS Diane Thomas Director,Job Training of Greater Omaha Lon R. Dickerson Library Director Louis A. D'Ercole,City Comptroller Mary Galligan Cornett,City Clerk AUDITORS Deloitte&Touche LLP Hayes&Associates BOND COUNSEL Kutak Rock FINANCIAL CONSULTANTS Kirkpatrick,Pettis, Smith, Polian Inc., Investment Bankers 01/173305.3 41tre No dealer,broker,salesperson or other person has been authorized by the City or the original purchasers to give any information or to make any representations in connection with the Bonds or the matters described herein, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or the original purchasers. 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 original purchasers 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 CITY OF OMAHA GENERAL THE BONDS 1 FUND STATEMENT OF REVENUE, Description of the Bonds 1 EXPENDITURES AND CHANGES IN Place of Payment 1 FUND BALANCE B-1 Book-Entry Only System 1 CITY OF OMAHA GENERAL DEBT SERVICE Optional Redemption 3 FUND STATEMENT OF REVENUE, Disposition of Proceeds 4 EXPENDITURES AND CHANGES IN Authority for Issuance 4 FUND BALANCE B-2 Anticipated Issuance 4 ESTIMATED DEBT SERVICE Security 4 REQUIREMENTS B-3 RATINGS 5 OVERLAPPING DEBT B-5 CONTINUING DISCLOSURE 6 LONG-TERM CONTRACTUAL LEGAL OPINION 6 AGREEMENTS B-5 TAX EXEMPTION 6 AUTHORITY TO LEVY TAXES B-6 FINANCIAL STATEMENTS 7 PROPERTY TAX COLLECTIONS B-9 CERTIFICATION AS TO OFFICIAL DEBT MANAGEMENT B-9 STATEMENT 7 General Obligation Debt Margin B-9 LITIGATION 7 Debt Payment Record B-10 General Obligation Bonds APPENDIX A—City of Authorized but Unissued B-10 Omaha—General Information A-1 CASH RESERVE FUND B-10 Form of Government A-1 EMPLOYEE RELATIONS: City Administration A-1 RETIREMENT SYSTEMS B-10 Location and General Background . . . . A-i CITY OF OMAHA EMPLOYEES' Area and Population A-1 RETIREMENT SYSTEM B-11 Transportation A-1 POLICE AND FIREMEN'S Utility Services A-2 RETIREMENT SYSTEM B-14 Education A-2 Health Services A-2 Part Two: Independent Auditors'Report Military A-2 and Combined Financial Statements B-17 Economy A-2 Selected Economic Indicators A-3 APPENDIX C—Form of Continuing Disclosure Undertaking APPENDIX B—City of Omaha—Financial Information B-1 APPENDIX D—Form of Opinion of Bond Counsel Part One: Selected City of Omaha Financial Information B-1 IN CONNECTION WITH THEIR REOFFERING OF 1HE BONDS, THE ORIGINAL PURCHASERS 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. 01/173305.3 OFFICIAL STATEMENT $17,315,000 CITY OF OMAHA, NEBRASKA Various Purpose and Refunding Bonds Series of 1995 INTRODUCTION The purpose of this Official Statement is to furnish bond analysts, underwriters and investors with pertinent information concerning the City of Omaha,Nebraska(the"City")in connection with its$17,315,000 aggregate principal amount of Various Purpose and Refunding Bonds, Series of 1995 (the "Bonds")being offered for sale. THE BONDS Description of the Bonds The Bonds, in aggregate principal amount of$17,315,000 will be dated November 1, 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 May 1 and November 1 of each year. 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 the First National Bank of Omaha, as paying agent and registrar (the "Paying Agent" and "Registrar"), in Omaha,Nebraska. Interest on the Bonds will be paid by wire transfer,check or draft mailed to the person in whose name a Bond is registered as of the April 15 or October 15, as the case may be, next preceding each interest payment date. Book-Entry Only System The Depository Trust Company("DTC"),New York,New York,will act as securities depository for the Bonds. The Bonds will be initially issued as fully registered securities registered in the name of Cede&Co. (DTC's partnership nominee). One fully registered Bond certificate will be issued for each maturity of the Bonds and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law,a"banking organisation" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants("Direct Participants") deposit with DTC. DTC also facilitates the settlement among Participants (as defined hereinafter) of securities transactions, such as transfers and pledges,in deposited securities through electronic computerized book-entry changes in Participants'accounts,thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange,Inc., the American Stock Exchange,Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers,banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant either directly or indirectly("Indirect Participants"). (Direct Participants and Indirect Participants are referred to herein collectively as the "Participants.") The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. 01/173305.3 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 credited,which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to Cede&Co. If less than all of the Bonds are being redeemed,DTC's practice is to determine by lot the amount of the interest of each Direct Participant to be redeemed. Neither DTC nor Cede&Co. will consent or vote with respect to the Bonds. Under its usual procedures,DTC mails an Omnibus Proxy to the City, as issuer of the Bonds, as soon as possible after the record date. The Omnibus Proxy assigns Cede& Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Principal, premium, if any, and interest payments on the Bonds will be made by the Paying Agent to DTC. DTC's practice is to credit Direct Participants' accounts on payment dates in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on a payment date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices,as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent, the City or any other party under the Ordinance, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principle,premium,if any, and interest to DTC is the responsibility of the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC,and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City and the Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained,Bond certificates are required to be delivered as described in the Ordinance. Upon(i) the written direction of the City or (ii) the written consent of 100% of the Bondholders, the Paying Agent shall withdraw the Bonds from DTC and authenticate and deliver Bond certificates fully registered to the assignees 01/173305.3 2 0 of DTC or its nominee. If the request for such withdrawal is not the result of any City action or inaction, such withdrawal, authorization and delivery shall be at the cost and expense of the persons requesting such withdrawal, authentication and delivery. The information in this section concerning DTC and DT_C's book-entry system has been obtained from DTC. The City does not take any responsibility for its accuracy. THE CITY AND THE PAYING AGENT CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE BONDS (i) PAYMENTS OF PRINCIPAL OF, 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 CITY NOR THE PAYING AGENT HAS ANY RESPONSIBILITY OR OBLIGATIONS TO THE DIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT;(B) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNERS IN RESPECT OF THE PRINCIPAL, PREMIUM,IF ANY, AND INTEREST ON THE BONDS; (C)THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; (D) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS;OR(E) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC OR ITS NOMINEE, CEDE&CO., AS BONDHOLDER. Optional Redemption The Bonds maturing November 1,2006 and thereafter are subject to redemption at the option of the City at any time on or after November 1, 2005,in whole or in part in inverse order of maturities and in such manner as the Paying Agent deems fair within a maturity,at the following redemption prices,plus accrued interest to the date of redemption: Redemption Price Redemption Period (percentage of (dates inclusive) principal amount) November 1, 2005 to October 31, 2008 102% November 1, 2008 to October 31, 2011 101 November 1, 2011 and thereafter 100 At least 30 days'notice of redemption will be mailed to the person whose name appears in the bond registration books as the registered owner of a Bond as of the close of business on the forty-fifth day next preceding the date fixed for redemption. - 01/173305.3 3 Disposition of Proceeds The amount of$9,670,000 of the proceeds of the Bonds will be applied to pay the cost of constructing streets and highways;$1,500,000 of the proceeds of the Bonds will be used to pay the cost of parks and park building renovation; $1,750,000 of the proceeds of the Bonds will be applied to pay the cost of constructing sewers; $450,000 of the proceeds of the Bonds will be applied to pay for certain public works department and police department facilities; and$630,000 of the proceeds of the Bonds will be applied to pay for certain public safety equipment;and$3,315,000 of the proceeds of the Bonds will be applied to refund certain bonds which the City assumed and became legally liable for upon annexation of Douglas County Sanitary and Improvement District Nos. 243, 265 and 325. Authority for Issuance The Bonds have been authorized in accordance with the Constitution and statutes of the State of Nebraska,the Charter of the City of Omaha and proceedings of the City Council of the City of Omaha providing for the issuance thereof,including Ordinance No. passed by the City Council on October 31, 1995(the "Ordinance"). The issuance of the$750,000 of Bonds for sewer construction purposes referred to above under the heading"Disposition of Proceeds" was approved by voters at an election held in the City on May 9, 1989; the issuance of the remaining$1,000,000 of Bonds for sewer construction purposes and the $9,670,000 of Bonds for street and highway purposes was approved by the voters of the City at an election held in the City on May 11, 1993. The issuance of the $1,500,000 of Bonds for improvements to the City's parks and the$630,000 of Bonds for public safety equipment was approved by the voters of the City at an election held in the City on May 12, 1992. The$450,000 of Bonds for the public works department and police department facilities referred to above was approved by the voters of the City at an election held in the City on November 3, 1992. The issuance of$3,315,000 of Bonds for the refunding purpose also referred to under such heading was approved by the City Council by authority of Sections 10-142 and 10-616, Reissue Revised Statutes of Nebraska, 1943, as amended. Anticipated Issuances In addition to the Bonds offered for sale under this Official Statement,the City is planning for a negotiated sale of approximately$25,000,000 of its General Obligation Refunding Bonds,Series of 1995,on or about November 28, 1995 for delivery in December, 1995. Such General Obligation Refunding Bonds, which are not offered under this Official Statement, will, if issued, be general obligations of the City, secured on a parity with the Bonds. In late 1995 or early 1996,the City plans to issue lease revenue bonds payable as an annual operating expense from the City's General Fund in the aggregate principal amount of approximately$15,000,000 to finance a portion of the cost of improvements to the City's downtown auditorium. By agreement with the State of Nebraska,the City will receive from the State for six years and deposit in the General Fund cigarette tax revenues in an amount anticipated to be sufficient to pay the principal of such lease revenue bonds. Security The Bonds are general obligations of the City,and the City is obligated to levy ad valorem taxes for the payment of said Bonds and the interest thereon upon all property within the City subject to taxation by the City without limitation as to rate or amount. The full faith and credit of the City shall be pledged to the prompt payment of the principal of and interest on the Bonds. See "AUTHORITY TO LEVY TAXES" in Part One of Appendix B. Statutory Property Tax.Receipts Limitation. 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 such as 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. 01/173305.3 4 Validity of State Property Tax System. The State of Nebraska's system of assessing and taxing personal property for purposes of local ad valorem taxation for support of local political subdivisions, including the City,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. that Nebraska'ssystem of assessingand taxingreal andpersonal roe will remain There can be no assurance property rty 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 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 reverses, the City set its 1994 and 1995 levies at levels designed to limit 1995 and 1996 collections to amounts estimated not to exceed the amount that would have been collected but for such revaluations. RATINGS Standard& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"),has given the Bonds a rating of" " and Moody's Investors Service("Moody's")has given the Bonds a rating of" ." Any desired explanation of the significance of such ratings should be obtained from S&P and from Moody's. The City furnished the rating agencies with certain information and materials relating to the Bonds and the City which have not been included in this Official Statement. Generally,a rating agency bases its rating on the information and materials so furnished and on investigations,studies and assumptions made by such rating agency. There is no assurance that a particular rating will be maintained for any given period of time or that it will not be lowered or withdrawn entirely if, in the judgment of the agency originally establishing the rating,circumstances so warrant. The City has undertaken no responsibility either to bring to the attention of the owners of the Bonds any proposed revision or withdrawal of the rating of the Bonds or to oppose any such proposed revision or withdrawal. Any such change in or withdrawal of such rating could have an adverse effect on the market price of the Bonds. Any explanation of the significance of such ratings should be obtained from the rating agency furnishing such rating. 01/173305.3 5 CONTINUING DISCLOSURE The Ordinance includes the City's 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 C—Form of Continuing Disclosure Undertaking. The City has not failed to comply with any prior such undertaking under the Rule. A failure by the City to comply with the Undertaking will not constitute an event of default with respect to the Bonds, although any holder will have any available remedy at law or in equity,including seeking specific performance by court order, to cause the City to comply with its obligations under the Undertaking. Any such failure must be reported in accordance with the Rule and must be considered by any broker,dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently,such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. LEGAL OPINION The approving opinion of Kutak Rock("Bond Counsel")will affirm, among other things, that the Bonds have been authorized and issued in accordance with the Constitution and statutes of the State of Nebraska and the Charter of the City of Omaha, and constitute valid and legally binding obligations of the City, and that the City has power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all the property within the City subject to taxation by the City without limitation as to rate or amount. The rights of the holders of the Bonds and the enforceability thereof may be subject to valid bankruptcy,insolvency,reorganization,moratorium and other laws for the relief of debtors. 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.,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 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 with its covenants regarding federal tax laws in the Ordinance. Failure to comply with such covenants could cause interest on the Bonds to be included in gross income retroactive to the date of issue of the Bonds. The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of certain recipients such as banks, thrift institutions, property and casualty insurance companies, 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), Social Security or Railroad Retirement benefit recipients,or individuals who e recipients'itemize deductions,among others. The extent of these other tax consequences will depend upon the p ients particular tax status or other items of income or deduction. Bond Counsel expresses no opinion regarding any such consequences and investors should consult their own tax-advisors regarding the tax consequences of purchasing or holding the Bonds. In Bond Counsel's further opinion,under the existing laws of the State of Nebraska,the interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of the federal income tax. • 01/173305.3 6 ��, FINANCIAL STATEMENTS The general purpose financial statements of the City as of and for the year ended December 31, 1994 included as Part Two of Appendix B have been audited by Deloitte&Touche LLP and Hayes&Associates, independent certified public accountants,as stated in their report appearing therein. CERTIFICATION AS TO OFFICIAL STATEMENT The City of Omaha, Nebraska, will furnish a certificate signed on its behalf by Louis A. D'Ercole, Acting Finance Director of the City of Omaha, and delivered concurrently with the delivery of the Bonds, to the effect that at the date of this Official Statement and at the date of delivery of the Bonds,(i) the information and statements,including financial statements,of or pertaining to the City, contained in this Official Statement were and are correct in all material respects;and(ii) insofar as the City and its affairs, including its financial affairs,are concerned,this Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,not misleading. The City,by such certificate,will further confirm to the effect that insofar as the descriptions and statements, including financial data,contained in the Official Statement of or pertaining to nongovernmental bodies or governmental bodies other than the City are concerned,such descriptions,statements and data have been obtained from sources believed by the City to be reliable, and that the City has no reason to believe that they are untrue or incomplete in any material respect. The execution and delivery of the foregoing certificate will be authorized by the City Council of the City of Omaha, Nebraska. LITIGATION The City is party to legal proceedings which occur in government operations and include claims for property damage and personal injury,contract disputes,discrimination claims and property condemnation proceedings. The legal proceedings,in the opinion of the City management,based on the advice of the City Attorney,are not expected to have a materially adverse effect on the City's financial position at November 16, 1995, after giving effect to available funds provided for such contingencies in the Judgment, Cash Reserve and Contingent Liability Reserve Funds and alternative methods of satisfying judgments,these being identified as: —City's authority to levy under Judgment Fund set by Home Rule Charter. —State Statute, Section 77-1620 R.R.S. 1943, which authorizes a special levy for payment of judgments. —State Statute, Section 23-2415 R.R.S. 1943, which authorizes the City to borrow money from the State to satisfy judgments. 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$5,000,000. 01/173305.3 7 [THIS PAGE LEFT INTENTIONALLY BLANK] APPENDIX A CITY OF OMAHA-GENERAL INFORMATION 01/173305.3 • APPENDIX A 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 all ll parts of the nation and thus offers significant advantages to business and industry competing in regional and national markets. This fact is substantiated by the growth of population, employment and income during recent years. Area and Population The population of the five-county Omaha Metropolitan Statistical Area ("MSA"), comprising four Nebraska counties and one Iowa county,numbered an estimated 662,801 as of July 1994. As of September 11, 1995,the population of the City of Omaha was an estimated 349,007,an increase of 2,669 over the 1994 estimate of 346,338 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. 01/173305.3 7.4 More than 85 motor common carriers haul freight to and from Omaha and all parts of the nation,making Omaha a major midwestem 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. Education Omaha is an important educational center and is the location of Creighton University,the University of Nebraska at Omaha and the University of Nebraska Medical Center. These institutions, together with three additional colleges located in Omaha, offer educational programs at the graduate and undergraduate levels, in law, and in the health professions: medicine,dentistry,nursing and pharmacy. Public elementary and secondary education are provided by four local school districts:School District of Omaha, Douglas County School District No. 66,School District of Millard,and School District of Ralston. The School District of Omaha has the largest enrollment of pupils residing within the City. The City is also served by a number of private and parochial schools at both the elementary and secondary levels. Health Services There are 13 hospitals within the City of Omaha, six of them classified as acute-care community hospitals. Of the remaining seven hospitals,two are acute-care hospitals operated by governmental entities(one by the State of Nebraska and one by Douglas County),four are specialized hospitals(pediatrics,maternity care,geriatrics and psychiatry),and one is a major hospital of the Veterans Administration. There are more than 1,200 physicians and more than 300 dentists in Omaha; their services are utilized both by Omaha residents and by persons within the surrounding region. Military The United States Strategic Command ("StratCom") is headquartered at Offutt Air Force Base,just south of Omaha. StratCom has been assigned planning and targeting responsibility for the nation's strategic nuclear weapons. Economy From an economy founded on the livestock industry in the late nineteenth century,Omaha has become a major grain market in the United States. Food processing is also an important part of the economy and is represented by such companies as ConAgra,Inc., Kellogg Company and Campbell Soup Company. Concurrently with the growth of the City's agribusiness industry, new and related industries began to develop in the area. The City has an increasingly well-diversified economy,although it still remains agriculturally oriented. The Omaha MSA contains more than 670 manufacturing plants, including plants operated by AT&T Technologies Inc. ask 01/173305.3 A-2 (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 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. Selected Economic Indicators Omaha MSA Population and Employment Population' Employment' 1950 366,395 163,050 1960 457,873 188,950 1970 542,646 214,650 1980 569,614 261,532 1990 618,262 331,953 1991 624,200 326,360 1992 634,900 333,887 1993 656,434 335,540 1994 662,801 368,772 'Source: United States Bureau of Census. 'Estimated annual averages based on labor force available,from Reports of Nebraska Department of Labor,Division of Employment Research and Statistics. 01/173305.3 A-3 Largest Employers-City of Omaha August 1994 United States Strategic Command Department of Defense 11,600 First Data Resources 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 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. 01/173305.3 A-4 - 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. 01/173305.3 A-5 [THIS PAGE LEFT INTENTIONALLY BLANK] APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION PART ONE Selected City of Omaha Financial Information PART TWO Independent Auditors'Report and Combined Financial Statements 01/173305.3 APPENDIX B CITY OF OMAHA—FINANCIAL INFORMATION PART ONE SELECTED CITY OF OMAHA FINANCIAL INFORMATION CITY OF OMAHA GENERAL FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31, 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)of 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 0.114.744) (1.167,918) (2.187,664) (5,948,869) Net other sources(uses) of financial resources 2.584.125 f2,000,826) (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) j1,113,918) (1,124.009) (1.403.471) (1,102,618) Fund balance, end of year $ 2,237.927 $ 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. 411(0. 01/173305.3 , CITY OF OMAHA GENERAL DEBT SERVICE FUND STATEMENT OF REVENUE, EXPENDITURES AND CHANGES IN FUND BALANCE Five Years Ended December 31, 1994 1990 1991 1992 1993 1994 Revenue: Taxes $20,981,580 $23,054,682 $22,465,930 $21,388,952 $22,000,258 Receipts in lieu of taxes 75,839 77,902 78,870 78,425 75,567 Interest income 489,868 535.168 767.635 428,713 283.958 Total revenue 21,547,287 23.667.752 23312,435 21.896.090 22,359,783 Contributions from annexed areas-net 4,878.924 1.318.200 522.487 242.476 2,560,996 Total revenue and contributions 26.426,211 24.985.952 23.834.922 22,138,566 24.920,779 Expenditures: 1 Outside services: Professional fees&liabilities 90,306 58,346 1,112,198 64,146 21,604 Collection fees 204.225 213.489 205.453 223,862 224.693 Total outside services 294.531 271.835 1,317,651 288.008 246.297 General obligation bonds: Interest expense 8,741,726 9,225,005 8,971,440 7,656,225 7,652,129 Bonds retired 11.561.000 38.887.698 35,756.741 50.978.226 13,762.625 Total general obligation bonds 20,302,726 48,112.703 44.728.181 58.634.451 21,414.754 Total expenditures 20.597.257 48.384.538 46.045.832 58.922.459 21.661.051 Excess of revenues and contributions over(under) 5,828,954 (23.398,586) (22,210,910) (36.783.893) 3259,728 expenditures Other financing sources(uses): Refunding Bonds 26,264.667 14,426.964 37.009.981 Excess of revenues and contributions over(under) expenditures and other 5,828,954 2,866,081 (7,783,946) 226,088 3,259,728 financing sources) • Fund balance at beginning of year 10.386.362 16.215.316 19.081,397 11.297,451 11,523.539 Fund balance at end of year $16,215.316 $19,081.397 $11,297,451 $11,523,539 $14,783.267 Source:Records of Finance Department,City of Omaha. 01/173305.3 B-2 , *ink ESTIMATED DEBT SERVICE REQUIREMENTS The annual debt service requirements on all outstanding City of Omaha general obligation bonds, as of December 31, 1994, are shown below, together with the estimated annual debt service requirements on City of Omaha Various Purpose and Refunding Bonds, Series of 1995. Debt Service on Debt Service on Various Purpose and Refunding Bonds Outstanding Bonds' Series of 1995 For Year Total Total Total Ending Principal Principal Debt December 31 Principal Interest and Interest Principal Interest' and Interest Service 1995 $15,710,000 $7,646,290 $23,356,290 $ 0 $ 0 $ 0 $23,356,290 1996 12,355,000 6,793,169 19,148,169 1,030,000 911,065 1,941,065 21,089,234 1997 11,805,000 6,167,500 17,972,500 1,030,000 858,535 1,888,535 19,861,035 1998 11,260,000 5,557,185 16,817,185 1,030,000 806,005 1,836,005 18,653,190 1999 10,870,000 4,977,877 15,847,877 1,025,000 753,475 1,778,475 17,626,352 2000 10,155,000 4,424,615 14,579,615 1,025,000 701,200 1,726,200 16,305,815 2001 9,490,000 3,892,972 13,382,972 1,025,000 648,925 1,673,925 15,056,897 2002 9,230,000 3,389,280 12,619,280 1,025,000 596,650 1,621,650 14,240,930 2003 7,490,000 2,898,500 10,388,500 1,025,000 544,375 1,569,375 11,957,875 2004 6,720,000 2,479,270 9,199,270 1,025,000 492,100 1,517,100 10,716,370 2005 6,415,000 2,101,605 8,516,605 940,000 439,825 1,379,825 9,896,430 2006 5,975,000 1,739,345 7,714,345 835,000 391,885 1,226,885 8,941,230 2007 5,295,000 1,392,788 6,687,788 700,000 349,300 1,049,300 7,737,088 2008 4,595,000 1,086,170 5,681,170 700,000 312,900 1,012,900 6,694,070 2009 3,815,000 812,803 4,627,803 700,000 275,800 975,800 5,603,603 2010 3,655,000 578,033 4,233,033 700,000 238,000 938,000 5,171,033 2011 2,500,000 379,475 2,879,475 700,000 199,500 899,500 3,778,975 2012 1,950,000 232,350 2,182,350 700,000 160,300 860,300 3,042,650 2013 1,450,000 116,500 1,566,500 700,000 120,750 820,750 2,387,250 2014 650,000 40,625 690,625 700,000 80,850 780,850 1,471,475 2015 - - - 700.000 40.600 740 600 740,600 $ 141,385,000 $56,706,352 $198,091,352 $17,315,000 $8,922,040 $26,237,040 $224,328,392 ' After deducting principal of and interest on the sanitary and improvement district bonds being refunded. ' Average coupon estimated at 5.50% per annum. 01/173305.3 B-3 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 Debt' 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. The estimated population on September 11, 1995 was 349,007, according to the State of Nebraska Department of Revenue. 2Records of the Finance Department,City of Omaha. 31n 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. 01/173305.3 B-4 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 City of Omaha $Amount Bonds Outstanding 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 County' -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$2,894,151(in the 1996/1997 fiscal year),the lowest is approximately$827,715(in the 2004/2005 fiscal year), and the average annual payment is approximately$2,307,668. 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$100 of actual valuation on all the taxable property in Douglas County;the levy for 1994-95 is$.0149 per$100 of actual valuation. However,although the same Act authorizes the City to levy a tax on all the taxable property in the City,except intangible property,of$.017 per$100 of actual valuation in excess of the Charter limitation described under "AUTHORITY TO LEVY TAXES" in this Appendix B,if and to the extent necessary to make the City's payments to the Commission,no such levy has ever been made by the City for such purpose. 3Tax levies for general obligation bond sinking fund purposes are unlimited as to amount. Residents of the City reside in one of the 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 2015,the highest annual payment is $1,156,620(in 1996),the lowest is $692,585(in 2008),and the average annual payment is$892,841. Such annual payments are included as General Fund budgetary items for which annual appropriations are required. Under the Charter of the City of Omaha, the outstanding amount of any lease purchase agreements executed by the City as vendee or as lessee is not chargeable against the City debt limit. 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. • 01/173305.3 B-5 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 $ 26,800,000 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. 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 .1962 Judgment Fund .0050 .0000 .0044 .0044 .0043 Riverfront Redevelopment Fund .0049 .0044 .0047 .0046 .0044 Total for City of Omaha $ .6504 $ .6504 $ .6504 $ .6504 $ .6212 01/173305.3 B-6 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 $.0110 Douglas County .2912 .2912 .2915 .2912 .2775 School District of Omaha' 1.4691 1.4349 1.5293 1.6477 1.6673 School District No. 66 of Douglas County' 1.5658 1.5837 1.5758 1.6193 1.5355 School District of Ralston' 2.0415 2.0194 1.8789 1.8837 1.9023 School District of Millard' 1.4313 1.4420 1.4111 1.4718 1.5736 State Educational Service Units .0180 .0186 .0197 .0197 .03812 Omaha-Douglas Public Building Commission .0170 .0170 .0170 .0170 .0149 Papio Missouri River Natural Resources District .0322 .0321 .0357 .0357 .0350 Metropolitan Technical Community College .0662 .0700 .0773 .0767 .0776 Omaha Transit Authority .0700 .0700 .0700 .0700 .0700 'Residents in Omaha reside in one of the above four school districts and pay taxes only to that school district. 2Residents residing in school districts other than the School District of Omaha pay$.0331. 01/173305.3 B-7 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. 01/173305.3 B-8 ti 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. DEBT MANAGEMENT General Obligation Debt Margin Article V, Section 5.27,Home Rule Charter of the City of Omaha, 1956, as amended,provides: The total amount of general obligation indebtedness outstanding at any time,which shall include bonds issued but shall not include bonds authorized until they are issued, shall not exceed 3.5 per cent of the actual value of taxable real and personal property in the city. Computation of the general obligation debt margin as defined in the Home Rule Charter, as of December 31, 1994,based upon 1994 valuations,reflects the following: Maximum debt limit(3.5% of total assessed valuation) $353,841,999 General obligation bonds outstanding $143,275,000 Less balance in General Obligation Debt Service Fund December 31, 1993 14.783,268 128.491.732 General obligation debt margin $225.350.267 Revenue bond indebtedness, special obligation bonds, general obligation notes and lease-purchase agreements are not chargeable against the general obligation debt margin. The City of Omaha has no general obligation notes outstanding. Revenue and special obligation bond indebtedness and lease purchase agreement obligations are set forth herein under the captions"OVERLAPPING DEBT" and"City of Omaha and Local Authorities and Districts Revenue and Special Obligation Bonds Outstanding." 01/173305.3 B-9 Debt Payment Record The City of Omaha has never defaulted on its obligations to pay principal of or interest on its indebtedness. General Obligation Bonds Authorized but Unissued Upon issuance and sale of the City's Various Purpose and Refunding Bonds, Series of 1995 scheduled for delivery on November 26, 1995, there will be $31,180,000 of general obligation bonds authorized but unissued. It is anticipated that these bonds will be issued in varying amounts annually through 1998. CASH RESERVE FUND At a special City election held on November 6, 1984,. voters of the City approved an amendment to Section 5.03 of the City Charter to provide in subsection(10)for the establishment of a cash reserve fund("Cash Reserve Fund") for the purpose of meeting emergencies arising from: (a) the loss or partial loss of a revenue source; (b) an unanticipated expenditure demand due to a natural disaster, casualty loss or act of God; (c) expenditure demand for the satisfaction of judgments and litigation expenses when the Judgment Levy Fund balance is inadequate;or (d) conditions wherein serious loss of life, health-or property is threatened or has occurred. The 1984 amendment to the City Charter authorized the appropriation at the close of any fiscal year for credit to the Cash Reserve Fund of any amount,or portion thereof,held as General Fund surplus. Income earned on amounts credited to the Cash Reserve Fund is retained in the fund. The maximum size of the Cash Reserve Fund was established at an amount equal to 4% of General Fund appropriations. The ordinance adopted by the City Council to close Fiscal 1984 Accounts provided that the sum of$1,600,000 be transferred from 1984 available budgetary balances as the initial credit to the Cash Reserve Fund to be held as provided in Section 5.03(10)of the City Charter. 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. EMPLOYEE RELATIONS: RETIREMENT SYSTEMS The City of Omaha negotiates with four unions:The Civilian Management Professional and Technical Employees Council;The Omaha City Employees,Local No. 251;The Omaha Association of Firefighters,Local No. 385;and The Omaha Police Union,Local No. 1. Current agreements with the four unions expire as follows: The Civilian Management Professional and Technical Employees Council—December 31, 1996; Omaha Association of Firefighters, Local No. 385—December 27, 1997;Omaha City Employees,Local No. 251—December 27, 1997;and Omaha Police Union, Local No. 1—December 27, 1997. The negotiating procedure involves meeting with the designated union representatives and discussing economic and noneconomic items regarding contractual agreements. At any time, should an impasse be reached, Nebraska law provides that either party may appeal to the Nebraska Commission of Industrial Relations. Either party may appeal the decision of such Commission to the Nebraska Supreme Court,whose decision is final. 01/173305.3 B-10 CITY OF OMAHA EMPLOYEES' RETIREMENT SYSTEM The City of Omaha Employees' Retirement System became effective on January 1, 1949. Certain of its provisions,which are governed by Chapter 22.21 of the Omaha Municipal Code, are summarized herein. All city employees except the following are covered by the plan: police; firefighters; persons paid on a contractual or fee basis; seasonal, temporary and part-time employees; and elected officials who do not make written application to the plan. From July 1, 1972 through December 31, 1976,employees contributed,by payroll deduction,4%of that portion of their total calendar-year compensation subject to Social Security tax and 8% of the excess;provided,however,that an employee was permitted to make a five-year irrevocable election not to contribute the 8% on excess pay and receive benefits based thereon. Since January 1, 1977 employees contribute,by payroll deduction,4%of their total calendar-year compensation. The City currently contributes 5.20% of each member's compensation. An employee who has participated in the plan for 25 years may elect to discontinue his contributions and receive no pension credits for service thereafter. The City makes monthly 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 50 years from January 1, 1949. 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. Early retirement is permitted at age 55 with five years of service,with the accrued benefit reduced 8% per year for retirement prior to age 60. For employees whose age plus service equals or exceeds 85, the 8% per year reduction is eliminated. An employee's monthly pension is equal to 1.667% of average final monthly compensation for each year of service. 01/173305.3 B-11 Following is a cash flow analysis of the System for the last five fiscal years: Receipts MQ 1991 1992 1993 2 Employee Contributions $1,676,870 $ 1,660,130 $ 1,689,385 $1,767,013 $1,831,045 Employer Contributions 2,434,245 2,157,284 2,191,617 2,293,532 2,288,931 ' Investment Income 4,504,726 11,238,454 14,007,506 14,351,161 12,631,977 Security Lending Income 22.419 44.189 72.203 86.929 58.093 Total Receipts 8.638.260 15.100.057 17,960.711 18.498.635 16.810.046 Disbursements Retirement Pensions 3,291,974 4,331,443 4,512,988 4,940,575 5,311,297 Death Benefits 78,000 125,000 106,000 126,800 118,000 Refunds 346,164 408,344 445,923 337,153 224,457 Other Disbursements 389.835 531.668 699.401 772.342 755,500 Total Disbursements 4.105.973 5,396,455 5.764.312 6.176.870 6.409.254 Excess of Receipts ' Over Disbursements $4,532,287 $9303,602 $12.196,399 $12,321.765 $10,400.792 Source:Records of Finance Department,City of Omaha. Contributions to the System are determined on an actuarial basis by the firm of Mammel Associates, Inc. and include rates that provide for both normal and accrued liability funding. The latest actuarial study by independent actuary was for the period ended June 30, 1993 and included a 7% investment assumption. Summarized below is financial information concerning the System for the last five fiscal years. 1989 11.29f 1991 1_922 1993 System Total Assets (at cost)' $87,624,437 $92,156,724 $101,860,326 $114,056,725 $126,378,490 136,779,282 Employee Contributions' 1,566,865 1,676,870 1,660,130 1,689,385 1,767,013 1,831,045 Employer Contributions' 2,036,924 2,434,245 2,157,284 2,191,617 2,293,532 2,288,931 pre nt Value of Past Service Cost $ 5,183,379 $ 11,085,605 'System Total Assets,Employee Contributions and Employer Contributions figures are taken from City of Omaha"records as of December 31,of each Year. 'Complete Actuarial Valuations are performed every other year,the last being for the period ended June 30,1993. Present Value of Past Service Cost figures are from reports of Mammel, Schropp,Swartzbaugh,Engler&Jones,Inc. and supporting schedules. 01/173305.3 B-12 . City of Omaha Employees' Retirement System Actuarial Balance Sheet June 30, 1993 Resources Assets $116,848,751 Present Value of Future Employee Contributions 12,749,365 Present Value of Future City Contributions 8,354,161 Present Value of Past Service Cost 11.085.605 Total Resources $149.037.882 Requirements Present Value of Benefits(Past and Future Service) Retired Employees and Beneficiaries Service Retirements $37,689,724 Vested Terminations 471,872 Disability 5,979,498 Spouses 9,335,127 Lump-Sum Death Benefits 1.377.761 $54,853,982 Active Employees and Beneficiaries Service Retirements $71,330,193 Disability 3,371,472 Death Benefits 16,216,782 Refund of Employee Contributions 2.865.453 $94,183,900 Total Present Value of Benefits $149.037.882 Source:Mammel Associates, Inc. 01/173305.3 B-13 POLICE AND FIREMEN'S RETIREMENT SYSTEM The City of Omaha Police and Firemen's Retirement System became effective on July 1, 1961. Certain of its provisions,which are governed by Chapter 22.61 of the Omaha Municipal Code, are summarized herein. Membership in the System is limited to and shall include only probationary and regular uniformed personnel of the Police and Fire Departments. Effective in 1996, employees contribute,by payroll deduction, 9.1% of their total monthly salary. The City contributes 14.8% of each member's total monthly salary and$1,327,600 per annum in liquidation of the accrued liability for prior service credit. Retirement is optional at age 50 with 20 or 25 years of service with a lifetime monthly service retirement benefit equal to 40%or 50%of average final monthly compensation,respectively. Every additional year of service past 25 years increases the pension benefit by 1% to a maximum of 60% with 35 years of service. Following is a cash flow analysis of the system for the last five fiscal years: Receipts 1990 1991 1992 1993 i Employee Contributions $ 4,319,757 $4,196,139 $4,653,431 $4,727,924 $4,864,435 Employer Contributions 4,903,663 4,795,599 5,294,362 5,403,355 5,559,367 Prior Service Contributions 1,327,600 1,327,600 1,327,600 1,327,600 1,327,600 Investment Income 7,457,392 14,480,580 15,261,657 18,982,706 15,134,787 Security Lending Income 28,807 51.703 57.495 57,197 71,297 18,037.219 24.851.621 26.594.545 30,498.782 26.957,486 Disbursements Retirement Pensions 7,465,317 8,581,053 9,294,463 10,310,011 10,892,870 Death Benefits 98,349 44,616 45,260 85,380 133,974 Refunds 47,079 137,653 180,551 79,446 175,319 Other Disbursements 692.302 567.891 856.982 783.244 1,356,909 8,303.047 9.331,213 10.377,256 11,258,081 12.559.072 Excess of Receipts $ 9.734.172 $15.520.408 $16,217.289 $19,240,701 14,398,414 Over Disbursements Source:Records of Finance Department,City of Omaha. 01/173305.3 B-14 V� Contributions to the System are determined on an actuarial basis and include rates that provide for normal funding. Contributions are determined by Mammel Associates, Inc. • 1990 1991 1992 1993 System Total Assets (at cost)' $125,675,099 $141,195,507 $157,412,759 $176,653,460 191,051,874 Employee Contributions' 4,319,757 4,196,139 4,653,431 4,727,924 4,864,435 Employer Contributions' 6,231,263 6,123,199 6,621,962 6,730,955 6,886,967 Present Value of Prior Service 15,523,291 15,388,718 15,260,454 Payments Unfunded Accrued Liability' 36,036,716 27,680,326 21,908,437 System Total Assets, Employee Contributions and Employer Contributions figures are taken from City of Omaha records as of December 31 of each year. 2 Complete Actuarial Valuations are performed every other year. The present value of Prior Service Payments and Unfunded Accrued Liability figures for 1990 are taken from reports of The Wyatt Company; corresponding numbers for 1992 and 1994 are taken from a report prepared by Mammel Associates, Inc. The 1992 Actuarial Study recommended,and the Pension Board adopted,the following changes in actuarial assumptions: (1)an increase in the salary increase assumption at the lower ages and a decrease at higher ages and(2)a one-third decrease in the turnover assumption at all ages. If these changes in assumptions had not been adopted,the July 1, 1992 unfunded liability would be$35,109,343. The 1994 study was based on the same assumptions as the 1992 study. During 1977, on the basis of an actuarial balance sheet prepared as of January 1, 1977, the District Court of Douglas County,Nebraska made a determination relative to the unfunded liability for past service credits and the method of funding such amount. The City had adopted a policy whereby the employer contributions each year exceeded the matching requirements and served to amortize in part the past service costs. Commencing in 1979, the City contributes to the Police and Firemen's Retirement System the sum of $1,327,600 per year for 50 years to provide for the amortization of the prior service cost. [Remainder of page intentionally left blank.] • • 01/173305.3 B-15 • Police and Firemen's Retirement System Actuarial Balance Sheet as of July 1, 1994 Assets Fund $183,255,226 Present Value of: Member Contributions(9.10%) 54,429,267 City Contributions(10.40%) 62,204,877 Prior Service Payments 15,260,454 Unfunded Liability 21.908.437 Total Assets $337.058.261 Liabilities Inactive Members: Service Retirements $61,358,789 Disability Retirements 31,757,784 Surviving Spouses 9,761,692 Surviving Children 113,960 Lump Sum Death Benefits 205,368 Terminated Vested 391.285 Total Inactive $103.588.878 Active Members: Service Retirements 177,511,386 Disability Retirements 45,512,533 Death Benefits 8,368,885 Refund of Contributions 937,603 Vesting 1.138.976 Total Active 233.469.383 Total Liabilities $337.058.261 Source:Mammel Associates, Inc. • 01/173305.3 B-16 �i PART TWO INDEPENDENT AUDITORS' REPORT AND COMBINED FINANCIAL STATEMENTS CITY OF OMAHA, NEBRASKA General Purpose Financial Statements for the Year Ended December 31, 1994 and Independent Auditors' Report B-17 4B1 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 & T ucheii HA &o 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. 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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 Internal Fund Type (Memorandum Only) ' Enterprise Service Pension Trust 1994 1993 Revenues: Sewerage service charges S30,652,873 S - S - S 30,652,873 S 28,119,920 Other user charges 3,093,799 - - 3,093,799 2,833,586 Mist=lla..:- .:- 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 78,502,063 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 29,810,403 415.366 18,950,174 49,175,934 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 (910,03g) (910,03g) (1.560,663) Transfers: In 1,012,100 - - 1,012,100 592,476 Out - - - - (619,007) Net transfers 1.012,106 - - 1,012,106 (26,53i) 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 eamings/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 S77,367,300 $569,344 S331,120,304 S409,056,948 $376,030,063 • See notes to general purpose financial statements. 8 Exhibit 6 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 1991 Cash flows from operating activities: Operating income S 4,074,223 S 23,381 S 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 10,364,269 • 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 S 4.355,777 S442,420 S 4,798,197 S 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 -time chief Home Rule Charter and has a mayor-council m of government body,the Council,1ith an composed oef sd e�eln members. The executive,the Mayor, and an elected legislative , seven Council members each represent one of the City's seven districts. The Mayor and members of the Council are elected through popular vote to four-year terms. The City,as a political subdivision of the State of Nebraska, is exempt from state and Federal income taxes. The Financial Reporting Entity-The City's general purpose financial criterion for including n statements ainclude all funds and account groups of the financial reporting entity. The basic department, agency, institution, commission, public authority,or other governmental organization in the City's financial reporting entity is the significance se eral potentiale City's gove`al rnmental units for fority to inclusion in its governmentale unit. The City has evaluated financial reporting entity and has determined it would be inappropriate to do so. the boards of Related Organizations-The City's officials are responsible fo p ing does memboters of beyond making other organizations,but the City's accountability for theseorganizations the appointments. The Mayor or City Council appoint boardo membersof Omaha Housing glas authority, the Omaha Airport Authority,the Metro Area Transit Authority Building Commission. Basis of Presentation - Fund Accounting-The accounts of theCity are orgized accounting entity. on the operations of funds and account groups,each of which is consideredseparate each fund are accounted for with a separate set of eand expecing nditure�e�cpenses The variousfunds are unts that comprise its assets, liabilities, fund balance/retained earnings, revenues and account summarized by type in the general purpose financial statements. The following fund types groups are used by the City: al • Governmental Fund Types -Governmental funds are those The acquisition,through whand ich most get r the City's governmental functions of the City are financed expendable financial resources and the related liabilities The(except th se accounted t unt dsiforu in Proprietary Funds)are accounted for through governmental funds ut incomf. determination of changes in financial position, rather than upon net The following are the City's governmental fund types: • General Fund-The General Fund is the primary operating fund f the City. It for in is u ed to account for all financial resources except those required to be accounted 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 13 not available. Donated general fixed assets are valued at their estimated fair value on the date donated. Property, plant and equipment owned by the Proprietary Funds is stated at cost or estimated historical cost. Contributed fixed assets are recorded at fair value at the time received. Depreciation has been provided over the estimated useful lives using the straight-line method. The estimated useful lives are as follows: Facilities in service 20 - 75 years All others 3 - 10 years 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 by the llo ca Budgetary control is maintained by department/division and debt sfoivi ie.ng btegor of expments must tures: personnel services, nonpersonnet services, capital outlay an be approved by the Mayor and/or City Council. Unencumbered appropriations lapse at the end of the fiscal year. Encumbered funds a1e carried division over to the by ensuing fiscal year until utilized or cancelled. Budgets are prepared by department or ad lorem levy for a The City Charter also requires the City Council for h year to make principaland interestt pa}Tnents onxthe general fund(Debt Service Fund)which shall p P obligation bonded indebtedness of the City. Appropriations for certain Special Revenue Funds and Capital mProjects Funds are controlled exp on a project, -rid are carried forward each year until the projectcompleted or grant funds are 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 t}pes.. 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 do not constitute liabilities. As explained in the budget footnote above, December 31, 1994 encumbrances have been reported as expenditures on the budget basis statements. nt account for all Pooled Cash and Investments-The City maintaTr�pOOc��eh fundh and lreportse is undistributed intereste . These funds are placed in the custody of the City cash and investments is credited in the principal balance of the pool. Interest earned on the City's pooled 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 investmets are stated s at fair value. Income from investments held by the individual funds is recorded inrespective 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 vacation the periods of employment. In the event of termination,an employee is reimbursed for accumulated time up to a maximum allowed carryover of 240 hours arn�civilian d iltan�and firefightergaining s assigned to a yees and 280 urs for civilian management employees, 240 hours for u p° the current year's earnings. 40- hour shift and 360 hours for firefighters assigned to 24-hour shifts, plus Additionally, civilian employees are reimbursed, depending on employee, from one-sixteenth to one- ce and fourth of accumulated sick leave to a maximum of 1,600 hours 10u401 to 00 hours), Compeer police for fire department employees are reimbursed for one-eighth of future vacation and sick leave rights is accrued as earned. • 14 • 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 ins ithn the accompanying panying e general purpose financial statements in order to provide an understanding change ity's • financial position and operations. Howteirmakee th totals e y fund type)data has not been presented in each of the stame ts since their inclusion would 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 forc199 recorded. hals amount, approximately ve been higher by approximately at December 31, 1994,been recorded, revenue $11,000. The City Council sets the rate schedule for the sewer charges. A revised rate structure was developed and approved in June 1990 establishing the sewer service c1harges for the period erstruc o eS ll remain ember 9 0ff through December 1994. In the absence of subsequent revisions, iders highly Cash Equivalents-For purposes of the slaloments of s or less hen purchased to be h flows,the City stash equivalents. 2. debt instruments with a maturity of three month 2. PROPERTY TAXES The Home Rule Charter of the City of Omaha imposes a tax ceiling for general eVenue�purpo er tases. x 1 vy tax levy certified in any year shall not exceed$.6125 per$100 of actual valuationplus 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 $100 tif ju actua and litigation expenses in connection therewith. The 1994 general tax levy ($.42657 P l valuation)was below the legal limit by$.18593 or 18,79 ,098 The assessed value upon which the 1994 levy was based was approximately $10,109, , 15 The tax levies for all political subdivisions in Douglas bcecertifiedby the o Countypr rty o Board on or before September 15. Real estate taxes are due and eome an enforceable 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 w.,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-$190,9 91,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\gill 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 Jugrnent Levy - 1,- 311,5517 - Western Heritage 3 , 80 1993 Federal Assistance - 57,76 Governmental Grants - 878,895 Total Special`Revenue Funds Capital Project Funds: Rosenblatt Stadium Expansion 1,159,893 Capital Avenue Parking -- 190,917, Civic Auditorium Renovation - 1052 Civic Parking Renovation - 17,846 1986 Recreation and Culture Bond - 248,939 Downtown Redevelopment 44 McKesson Robbins _ 359,505, 1989 Street and Highway Bond 736 _ 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 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. 71\7_, • 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 41111 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 S 139,110,000 S 18,010,000 S 13,845,000 S 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) Lease-purchase contracts payable 984,750 - 310,901 673,849 Workers'compensation claims 922.467 393,789 - 1,316,256 Total Enterprise Funds 28,137,217 26,840,661 26.540,901 28,436.977 Total-All Funds S227,733,838 S50,155,085 S47,106.669 S230,782,254 J1 19 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 5 8,675,000 3/15 5.18763% 1977- 1995 1986 3 450,000 r76 Various purpose 4.71691 1979- 1996 1987 660,000 6,000,000 3/15/77 Various purpose 20,120,000 6/15r18 Various purpose-refund series 5.05974 1979- 1998 1988 1,200,000 12,800,000 6/15r19 Various purpose 5.25000 1980-1999 1989 3,200.E 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 15,905,000 000 14,600,000 5/1/90 Various purpose 7.000-7.005 1991 -2010 2000 680 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 30,940,000000 13,000,000 12/1/94 Various purpose 5.75-6.25 1995-2014 2004 136,325,000 Total General Bonds Annexed Area Bonds 5.81224 1974-1998 1978 715,000 2,500,000 7/15/73 S.I.D.#188 7.4-7.8 1988-1999 1992 400,000 410,000 9/15/87 S.I.D.#230 Registered 4 96722 1978- 1996 1983 455,000 3,000,000 5/15/78 S.I.D.#261 5.5-7.0 1995-2004 1996 1,�.� 1,100,000 1/15/92 S.I.D.#230 Registered 3.2-5.70 1995-2008 1996 1,310,000 1,350,000 11/15/93 S.I.D.#368 Registered 6.5-8.0 1995-2004 1994 815,000 930,000 9/15/89 S.I.D.#243 Registered 1,130,000 5/1/90 S.LD.#265A Registered 7.0-8.5 1995-2005 1996 1,075,000 1,200,000 1/1/93 S.LD.#265B Registered 4.25-6.75 1995-2013 1998 1,180,000 • 6,950,000 Total Annexed Area Bonds g 143,275,000 Total General Obligation Bonds • 20 ,. 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- Sky walk 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 21 4t,,e7 . 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 S 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,l32 Special Tax Revenue Bonds S 4,700,000 12/1/88 Riverfront Redevelopment- 5.8-7.3 1989-2003 1998 S 2,040,000 Project 7.625 2008 1,830,000 Total Special Tax Revenue Bonds S 3,870,000 Revenue Bonds Sewer Revenue Bonds • S26,800,000 8/1/94 Regular Sanitary Sewer Revenue 3.5-5.25 1995-2003 - S26,800,000 1 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 $57,689,6sy $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 bon ds 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 improvemen t 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. he bonds m 1995 toterest 2008 rates of 3.8%to Also during 1994,°the City /0 and mature in amounts ranging from$45,000 to$155,000interest have Septem ber, 1989. The bonds assumed$815,000 of SID. #243,originally issued during from 1995 to 2004. rates of 7.25%to 8.0%and mature in amounts ranging from$50,000 to$100,000 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. * 23 1 . i 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 pa yment of$375,200 in other issuance costs)plus an additional $1,605,162 were deposited in an ( p � payments on the 1985 and irrevocable trust with an escrow agent to provide for all future debt service p y andon and the defeased liability 1986 bonds. As a result,the 1985 and 1986 bonds are considered to bfrdo�the balance sheet. related assets placed in the escr ow for those bonds have been remov ed 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 477,884 and to obtain an its total debt service payments over value of the old and new by debt, economic gain service payments)of$2,180 468. (difference between the present 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 6,500,000 I 1987 Various Purpose , 00,000 1988 Various Purpose . 28,145,000 Annexed Area Bonds: I 640,000 S.I.D. #134 2;995,000 S.I.D. #290 3,635,000 Sewer Revenue Fund Revenue Bonds: ;170,000,170,000 , 1973 Series, Revenue Bonds 6 1980 Series, Revenue Bonds 3,585,000140 1983 Series, Revenue Bonds 1985 (Defeasance of Series 1973, 1980 and 1983) Series, 12,230,000 Revenue Bonds 14,000,000 1986 Series, Revenue Bonds 39,125,000 $70,905,000 -� v 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 4111131 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 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 omiership 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 S9 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 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: 24,4,8 2 ,98 Participants currently receiving benefits $ 54,853,982 Accumulated employee contributions - including interest 4 Active participant benefits attributable to employer 10,244,86,166 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 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. 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 earticipant 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 Cit y: 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. 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 Total Operating revenues S 30.652,873 $282,307 S 55,597 S - $2,893.851 S 33,884,628 Operating expenses: Depreciation and amortization S 8,304,026 S 39,432 S 38,716 S - S 65,053 S 8,447,227 Other 18,785,372 157,353 549 19,437 2,400,467 21,363.178 S 27,089,398 S 196,785 S 39,265 S 19,437 S2,465,520 S 29,810,405 Operating income(loss) S 3,563,475 S 85,522 S 16,332 S(19,437) S 428,331 S 4,074,223 Net income(loss) S 1,500,959 S 93.914 S 16,332 S(19,437) S 728,331 S 2,320,099 Net working capital S 13.247,514 S261,824 S 99,281 S 78.975 S 859,133 S 14,546,727 Total assets S262,872,602 S849,996 S401,063 S 82,817 S1,747,800 $265,954,278 Bonds and notes payable-net of unamortizeddiscount S 30,321.197 S - S - S - S - S 30,321,197 Current year contributed capital S 2,439,709 S - S(23,150) S - S - S 2,416.559 Fund equity 5227,149.621 S849.163 S401,063 S 78,975 S1,701,606 $230,180,428 Net acquisition(disposal)of property,plant and equipment S 11,462,200 S (3.394) S - S • S 482,378 S 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 ` ; i 34 I 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 U 6. U V Y d '> NC' NN0 'CgN 0 0 v �_ U C C .r Ts — e1 v1 C% oo N , 'O 'a oc l` N h 7 R d 0 . — en en 00 — .— 0 ' N N NN`+^ Ws %O O y R a 1:1 %.0.N N C N N C' en �'" Cala tot 4, H V C C H O 0 x oo o - �' d 3 y4,4 c V C O c 0 O c '" 40 O C U U. 4 v — H H H fs 'O Q. y cn r. C N > m es 00 1 en 'a 02 N P 0 ..O 00 vsO Q en '-� 00 VS b 7 `p viY v Q m • A . U C C Q 41 ' , so '0 en N CO. , O O. C: N co co ket -� , Xso ..i — �y W > A. C s- — — `' N — t1 e•1 r1 5 col 8 v 0 X R 7O H H H H 4: C 0 — W N U > — 'J o ,�• O C C b On O d o0 ^ 000 000 U C 3 .. s d .- O , N CO0^ , O O H en U U h O C 2 v`i vi N rn — — fr+'= N. O H v H H H en o., 8 3 a U 0 U N N N N • — 0 0 A o Q 0 fn. — N N rj ty.1 C . O 0 el 00 N v C. •_ 'C C = VU U. C en VI Tr" l- vNi C. ...'.� W H H H H . d. C.• S "C • C U h h o�0 N N e^ h U ee,,, y� W O` C, `• U• .. d ,� , r�i 'C U O 7 N Cs l� 00 r0 C 41 — . e co 00so. so. e+1 . •. • • Q a' e 0 C' C sc. N 18 .2 > 0 ,N ,N NN-. el - h Eo8 H H H H U ✓ C 8 0 00 ' a .0N N fy 't7 d «ca •C � Q 0 el ON ON 0 Ov1 Q S el. 00 Q y C NN as sOU � ¢ C } R U Q . H Q 00 — N C' PI eh N CO e�EC 5. V O m Qm — -. _ H H H C e H C U — • 0D'Fs U G cC v d -o Y v .7 ti y a C sA a s�, l� m a IA g ct H U — y7 d y ', s. u '1tjUiU o 0 .• U. U eJ N 0, Q y v , C , .� O,0 C O� es U C` O` — R C 'O G O 0. c/ oo - -. aa E- ca � ¢ 5 c7 n n wz 0 a ` Q H r3 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 [THIS PAGE LEFT INTENTIONALLY BLANK] APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING 01/173305.3 APPENDIX C FORM OF CONTINUING DISCLOSURE UNDERTAKING Following is the text of Section 11 of the Ordinance, comprising the City's continuing disclosure undertaking pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i). Section 11. (a) That the City does hereby covenant and agree and enter into a written undertaking for the benefit of the holders of the Series 1995 Bonds required by Section(b)(5)(i)of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934,as amended(17 C.F.R. § 240.15c2-12)(the"Rule"). Capitalized terms used in this Section 11 and not otherwise defined in this Ordinance shall have the meanings assigned such terms in subsection(d) hereof. It being the intention of the City that there be full and complete compliance with the Rule, this Section shall be construed in accordance with the written interpretative guidance and no-action letters published from time to time by the Securities and Exchange Commission and its staff with respect to the Rule. (b) The City undertakes to provide the following information as provided in this Section 11: (1) Annual Financial Information; (2) Audited Financial Statements,if any; and (3) Material Event Notices. (c)(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 "Report Date"), beginning in 1997, to each then existing NRMSIR and the SID, if any. The City shall include with each submission of Annual Financial Information a written representation to the effect that the Annual Financial Information is the Annual Financial Information required by this Section 11 and that it complies with the applicable requirements of this Section 11 and that it has been provided to each then existing NRMSIR and the SID, if any. If the City changes its fiscal year,it shall provide written notice of the change of fiscal year to each then existing NRMSIR or the Municipal Securities Rulemaking Board(the"MSRB")and the SID, if any. It shall be sufficient if the City provides to each then existing NRMSIR and the SID, if any,any or all of the Annual Financial Information by specific reference to documents previously provided to each NRMSIR and the SID, if any,or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule,available from the MSRB. (2) If not provided as part of the Annual Financial Information,the City shall provide the Audited Financial Statements when and if available while any Bonds are Outstanding to each then existing NRMSIR and the SID, if any. (3) If a Material Event occurs while any Bonds are Outstanding,the City shall provide a Material Event Notice in a timely manner to each then existing NRMSIR or the MSRB and the SID, if any. Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Bonds. (d) The following are the definitions of the capitalized terms used in this Section 11 and not otherwise defined in this Ordinance: (1) "Annual Financial Information"means the financial information or operating data with respect to the City, provided at least annually, of the type included in Appendix B of the final official statement with respect to the Bonds. The financial statements included in the Annual Financial Information shall be prepared in accordance with generally accepted accounting principles("GAAP") 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. 01/173305.3 (1) (2) "Audited Financial Statements" means the City's annual financial statements, prepared in accordance with GAAP for governmental units as prescribed by GASB, which financial statements shall have been audited by such auditor as shall be then required or permitted by the laws of the State. (3) "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 statues of the Bonds; (vii) Modifications to rights of Bondholders; (viii) Bond calls; (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the Bonds; and (xi) Rating changes. (4) "Material Event Notice" means written or electronic notice of a Material Event. (5) "NRMSJR" means a nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission by no-action letter for the purposes referred to in the Rule the NRMSIRs as of the date of this Ordinance are: Bloomberg Municipal Repositories,Post Office Box 840, Princeton, New Jersey 08542-0840, Phone: (609) 279-3200 and Fax: (609)279-5962; 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). (6) "SID" means a state information depository as operated or designated by the State and recognized by the Securities and Exchange Commission by no-action letter as such for the purposes referred to in the Rule. As of the date of this Ordinance,there is not an SID in the State of Nebraska. • (e) Unless otherwise required by law and subject to technical and economic feasibility, the City shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the City's information. (f)(1) The continuing obligation hereunder of the City to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds no longer are Outstanding. This Section 11,or any provision hereof,shall be null and void in the event that the City obtains an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Section 11, or any 01/173305.3 C-2 • such provision, are invalid,have been repealed retroactively or otherwise do not apply to the Bonds, provided that the Issuer shall have provided notice of such delivery and the cancellation of this Section 11 to each then existing NRMSIR or the MSRB and the SID, if any. (2) This Section 11 may be amended,without the consent of the Bondholders,but only upon the Issuer obtaining an opinion of nationally recognized bond counsel to the effect that such amendment,and giving effect thereto, will not adversely affect the compliance of this Section 11 and by the City with the Rule,provided that the City shall have provided notice of such delivery and of the amendment to each then existing NRMSIR or the MSRB and the SID, if any. Any such amendment shall satisfy, unless otherwise permitted by the Rule, the following conditions: (i) The amendment may only be made in connection with a change in circumstances that arises from a change in legal requirements,change in law or change in the identity, nature or status of the obligated person or type of business conducted; (ii) This Section 11,as amended,would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances;and (iii) The amendment does not materially impair the interests of Bondholders,as determined either by parties unaffiliated with the City (such as nationally recognized bond counsel), or by approving vote of Bondholders pursuant to the terms of the Ordinance at the time of the amendment. The initial Annual Financial Information after the amendment shall explain,in narrative form, the reasons for the amendment and the effect of the change,if any, in the type of operating data or financial information being provided. (g) Any failure by the City to perform in accordance with this Section 11 shall not constitute an Event of Default with respect to the Series 1995 Bonds. If the City fails to comply herewith,any Bondholder may take such actions as may be necessary and appropriate,including seeking specific performance by court order,to cause the Issuer to comply with its obligations hereunder. • 01/173305.3 C-3 [TIiIS PAGE LEFT INTENTIONALLY BLANK] APPENDIX D FORM OF OPINION OF BOND COUNSEL 01/173305.3 APPENDIX D FORM OF OPINION OF BOND COUNSEL [Letterhead of Kutak Rock] November , 1995 City Council of the City of Omaha, Nebraska Omaha/Douglas Civic Center 1819 Farnam Street Omaha, NE 68183 $17,315,000 City of Omaha, Nebraska Various Purpose and Refunding Bonds Series of 1995 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by the City of Omaha, a municipal corporation in the State of Nebraska, of $17,315,000 aggregate principal amount of Various Purpose and Refunding Bonds, Series of 1995 (the "Bonds"). The Bonds are issuable as fully registered Bonds without coupons dated as of November 1, 1995 in the denomination of$5,000 or any integral multiple thereof,bearing interest payable semiannually on May 1 and November 1 of each year commencing May 1, 1996,at the rates per annum set forth in the schedule below and maturing serially in numerical order on November 1, in each of the years and in the principal amounts as follows: Amount Interest Amount Interest Year Maturing Rate Year Maturing Rate 1996 $1,030,000 2006 $835,000 1997 1,030,000 2007 700,000 1998 1,030,000 2008 700,000 1999 1,025,000 2009 700,000 2000 1,025,000 2010 700,000 2001 1,025,000 2011 700,000 2002 1,025,000 2012 700,000 2003 1,025,000 2013 700,000 2004 1,025,000 2014 700,000 2005 940,000 2015 700,000 (Accrued Interest to be Added.) The Bonds maturing November 1, 2006 and thereafter are subject to redemption at the option of the City of Omaha at any time on or after November 1,2005,in whole or in part in inverse order of maturities and within a maturity in such manner as the Paying Agent,deems fair,upon the terms and at the prices set forth therein. The Bonds recite that they are issued by the City of Omaha to provide for payment of the cost of certain(i) streets and highways, (ii)park and park building renovation, (iii) sewers and (iv)public works department and police department facilities and the cost of 01/173305.3 \1 City Council of the City of Omaha, Nebraska November , 1995 Page 2 refunding certain outstanding general obligation indebtedness of the City, under and pursuant to and in full conformity with the Constitution and Statutes of the State of Nebraska and the Charter of the City of Omaha, and pursuant to and in full compliance with the proceedings of the City Council of the City of Omaha duly enacted and adopted. The City has covenanted in the ordinance pursuant to which the Bonds have been issued to comply with all necessary provisions of the Internal Revenue Code of 1986,as amended(the"Code"),to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Noncompliance by the City with such restrictions may cause the interest on the Bonds to be subject to federal income taxation retroactive to their date of issue. We have examined the Constitution and Statutes of the State of Nebraska, the Charter of the City of Omaha, certified copies of proceedings of the City Council of the City of Omaha authorizing the issuance of the Bonds, and an executed bond of said issue. In our opinion the Bonds have been authorized and issued in accordance with the Constitution and Statutes of the State of Nebraska and the Charter of the City of Omaha, and constitute valid and legally binding obligations of the City, and the City has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all the property within the City of Omaha subject to taxation by the City of Omaha without limitation as to rate or amount. - The rights of the owners of the Bonds and the enforceability thereof may be subject to valid bankruptcy, insolvency,reorganization,moratorium and other laws for the relief of debtors. It is also our opinion that,assuming compliance by the City of Omaha with the covenant referred to in the third - paragraph of this letter,the interest on the Bonds is excluded from gross income for federal income tax purposes and is not a special preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations. Interest on the Bonds, however, must be included in the "adjusted current earnings" of certain corporations (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) 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(which includes tax-exempt interest)over its alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient's particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Purchasers of the Bonds,particularly purchasers that are corporations(including S corporations and foreign corporations operating branches in the United States 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 or 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. It is further our opinion that,under the existing laws of the State of Nebraska,interest income on the Bonds is exempt from Nebraska state income taxation as long as it is exempt for purposes of the federal income tax. Very truly yours, [To be signed and delivered at closing by Kutak Rock.] 01/173305.3 D-2 ti OFFICIAL NOTICE OF SALE $17,315,000 City of Omaha, Nebraska Various Purpose and Refunding Bonds Series of 1995 NOTICE IS HEREBY GIVEN that the City of Omaha, Nebraska, will receive sealed bids for the purchase of$17,315,000 principal amount of City of Omaha, Nebraska, Various Purpose and Refunding Bonds, Series of 1995, at the office of the City Clerk in the City of Omaha/Douglas County Civic Center, 1819 Farnam Street, Omaha, Nebraska 68183 until 11:00 a.m., Omaha (Central) time on November 7, 1995. The bonds offered for sale will be dated November 1, 1995, will be fully registered bonds without coupons of the denomination of$5,000 or any integral multiple of $5,000, and will mature serially on November 1 in each of the years and in the principal amounts as follows: Year of Principal Year of Principal Maturity Amount Maturity Amount 1996 $1,030,000 2006 $835,000 1997 1,030,000 2007 700,000 1998 1,030,000 2008 700,000 1999 1,025,000 2009 700,000 2000 1,025,000 2010 700,000 2001 1,025,000 2011 700,000 2002 1,025,000 2012 700,000 2003 1,025,000 2013 700,000 2004 1,025,000 2014 700,000 2005 940,000 2015 700,000 Interest will be payable semiannually on able May1 and November 1 of each year, commencing May 1, 1996. Principal of the bonds will be payable at the corporate office of r 01/173132.2 1.: ' First National Bank of Omaha, Omaha, Nebraska, the Paying Agent and Registrar for the City of Omaha. Interest on the bonds shall be paid by check or draft mailed to the person in whose name a bond is registered as of the April 15 or October 15, as the case may be, next preceding each interest payment date. The bonds maturing November 1, 2006 and thereafter are subject to redemption at the option of the City of Omaha at any time on and after November 1, 2005, in whole, or in part from time to time in the inverse order of maturities and in such manner as the Paying Agent deems fair within a maturity, at the principal amount thereof, the interest accrued to the redemption date and the following redemption premiums (expressed as a percentage of the principal amount redeemed) 2% if redeemed November 1, 2005 or thereafter to and including October 31, 2008, 1% if redeemed November 1, 2008 or thereafter to and including October 31, 2011, and no premium if redeemed November 1, 2011 or thereafter. At least 30 days' notice of redemption will be mailed, postage prepaid, by registered or certified mail to the owner of any bonds to be redeemed in whole or in part in whose name such bond is registered as of a record date which shall be 45 days prior to the redemption date. The bonds are general obligation bonds of the City of Omaha and the City is obligated to levy ad valorem taxes for the payment of the bonds and interest thereon upon all property within said City subject to taxation by said City without limitation as to rate or amount. The full faith and credit of the City shall be pledged to the prompt payment of the principal of and interest on the bonds. The City of Omaha will receive bids for the bonds only on the Official Bid Form prepared by the City. Bidders shall specify the rate or rates of interest per annum the bonds shall bear, to be expressed in multiples of 1/8 or 1/20 of 1%. The interest rate specified for the bonds of any maturity shall not be less than the interest rate specified for the bonds of any earlier maturity. Bidders are not limited as to the number of rates which may be named, but the rate of interest on each separate maturity must be the same single rate for all bonds of that maturity from the date of the bonds to such maturity date. No bid for less than the entire bond issue, or at a price less than par, will be considered. In addition to the price bid, the successful bidder must pay accrued interest from the date of the bonds to the date of delivery of the bonds and the payment of the full purchase price. The bonds will be awarded to the responsible bidder offering to purchase said bonds at the lowest interest cost to the City, such interest cost to be determined by computing the total dollar interest cost from the date of the bonds to the respective maturity dates and deducting therefrom the amount of premium offered, if any, over and above the principal amount. The City Council will meet at 2:00 p.m., Omaha time, on November 7, 1995 for the purpose of taking action with respect to the sealed bids received. The City Council reserves the right to reject any or all bids, or to waive any informality or irregularity in any bid. A good faith deposit (the "Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $346,300 (2% of the principal amount of the bonds), payable to the order of the City, is required for each bid to be considered. If a check is used, _f 01/173132.2 2 it must accompany each bid. The checks of unsuccessful bidders will be returned promptly after the bonds have been awarded. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Nebraska, and such Financial Surety Bond must be submitted to the City prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the bonds are awarded to a bidder utilizing a Financial Surety Bond, then the successful bidder is required to submit its Deposit to the City in the form of a cashier's check (or wire transfer such amount as instructed by the City) not later than 3:30 p.m., Omaha time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the.Deposit requirement. No interest on the Deposit will accrue to any bidder. In the event the successful bidder fails to honor its accepted bid, the Deposit will be retained by the City as liquidated damages; otherwise the Deposit will be returned to the successful bidder upon the delivery of the bonds against payment therefor. The full purchase price of the bonds must be paid in federal funds. The bonds will be delivered on November 16, 1995 or as soon as possible thereafter, at the expense of the City to DTC (as hereinafter defined) in New York, New York. The bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository of the bonds. Individual purchases will be made in book-entry form only, in the principal amount of $5,000 and integral multiples thereof. Purchasers will not receive certificates representing their interest in the bonds purchased. Principal and interest will be paid to DTC, which will in turn remit such principal and interest to its participants, for subsequent disbursement to the beneficial owners of the bonds. The successful bidder will be responsible for satisfying the underwriting eligibility requirements of DTC. Kutak Rock, Bond Counsel, will provide to the successful bidder an Original Purchaser's Certificate, stating that at least 10% of the bonds of each maturity have been sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at such initial reoffering prices to the public as shall be provided by the successful bidder. Such Certificate must be completed and returned by the delivery date of the bonds. The proceedings authorizing the issuance of the bonds will provide, subject to the terms and restrictions set forth in such proceedings, that so long as such bonds are outstanding, the bonds may be exchanged at the principal office of the Registrar for a like aggregate principal amount of such bonds in other authorized principal sums of the same series, interest rate and maturity, and may be transferred upon the books of registry at the principal office of the Registrar. Upon delivery of the bonds, the successful bidder will also be furnished with the usual closing papers, including a certificate that no litigation is pending or threatened affecting the validity of the bonds or the power and obligation of the City of Omaha to levy taxes for the payment thereof. The successful bidder will also be furnished, at the expense of the City, with 01/173132.2 3 b � the opinion of Kutak Rock, Bond Counsel, approving the validity of the bonds, which opinion will be printed upon the bonds and will state, among other things, that the interest on the bonds is excluded from gross income for purposes of federal income taxation under existing laws, regulations, rulings and judicial decisions, with such exceptions as shall be required by the terms of the Internal Revenue Code of 1986, as amended, and that such interest is not a specific item of tax preference for purposes of the federal alternative minimum tax on individuals and corporations. The City of Omaha covenants and agrees to enter into a written agreement or contract, constituting an undertaking to provide ongoing disclosure about the City, for the benefit of the Bondholders on or before the date of delivery of the Bonds as required by Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 (the "Rule"), which undertaking shall be a part of the City's bond ordinance and in the form as summarized in the Preliminary Official Statement, with such changes as may be agreed to in writing by the Underwriters. The City of Omaha is in full compliance with each and every undertaking previously entered into by it pursuant to the Rule. The City of Omaha has prepared a Preliminary Official Statement, dated October 27, 1995, relating to the bonds. The Preliminary Official Statement is in a form "deemed final" by the City for the purpose of Section (b)(1) of the Rule, but it is subject to revision, amendment and completion in the final Official Statement. Within seven business days of the sale of the bonds, the City shall furnish the successful bidder with a reasonable number of copies of the final Official Statement, without additional cost, upon request. Copies of the final Official Statement in excess of a reasonable number may be ordered by the successful bidder at its expense. Authorization is hereby given to redistribute this Official Notice of Sale and the Preliminary Official Statement, but only this entire Official Notice of Sale and the entire Preliminary Official Statement, and not portions thereof, may be redistributed. Copies of the Preliminary Official Statement and copies of the Official Notice of Sale and Official Bid Form may be obtained from the undersigned or from Kirkpatrick, Pettis, Smith, Polian Inc., financial consultants to the City, 10250 Regency Circle, Omaha, Nebraska 68114 or from Kutak Rock, 1650 Farnam Street, Omaha, Nebraska 68102. Dated: October 27, 1995 LOUIS A. D'ERCOLE City Comptroller City of Omaha Omaha/Douglas Civic Center 1819 Farnam Street Omaha, NE 68183 4 PROPOSAL FOR PURCHASE OF $17,315,000 City of Omaha, Nebraska Various Purpose and Refunding Bonds Series of 1995 BONDS TO BE SOLD: NOVEMBER 7, 1995 OFFICIAL BID FORM The City Council City of Omaha Omaha, NE 68183 Members of the City Council: We offer to purchase all, but not less than all, of the legally issued, properly executed obligations of the City of Omaha, Nebraska described as follows: $17,315,000 City of Omaha, Nebraska Various Purpose and Refunding Bonds, Series of 1995, dated November 1, 1995 of the denomination of$5,000 or any integral multiple thereof, in fully registered form without coupons, maturing on November 1 in each of the years and in the principal amounts shown below, and with interest payable May 1, 1996 and semiannually thereafter (November 1, 1996 and May 1 and November 1 of each subsequent year) at the rate or rates of interest per annum as follows: Year of Principal Rate of Year of Principal Rate of Maturity Amount Interest Maturity AmountInterest 1996 $1,030,000 % 2006 $835,000* % 1997 1,030,000 % 2007 700,000* 1998 1,030,000 % 2008 700,000* 1999 1,025,000 % 2009 700,000* % 2000 1,025,000 % 2010 700,000* % 2001 1,025,000 % 2011 700,000* % 2002 1,025,000 % 2012 . 700,000* % 2003 1,025,000 % 2013 700,000* % 2004 1,025,000 % 2014 700,000* % 2005 940,000 % 2015 700,000* % *Redeemable November 1, 2005 and thereafter as stated in the Official Notice of Sale. _i 01/173132.2 JY We will pay $ plus a premium of$ . We will also pay accrued interest on the bonds from November 1, 1995 to the date of delivery of the bonds and the payment of the full purchase price. This offer is made subject to all the terms of the Official Notice of Sale of said bonds which is annexed hereto. ❑ Enclosed is a check in the amount of $ drawn on r roftheCityof Omaha, a able to the ode Nebraska, payable which check is to be returned, or retained and applied in accordance with the terms of the Official Notice of Sale; OR ❑ Enclosed is a Financial Surety Bond, identifying the undersigned offeror, in the amount of$ and otherwise complying with the requirements of the Official Notice of Sale applying thereto has been submitted to the City of Omaha, Nebraska prior to the opening of this offer. The names of the underwriters who are associated for the purpose of this offer are listed on the reverse side or on a separate sheet attached hereto. Respectfully submitted, By Name Title No addition or alteration, except as provided above, is to be made to this Proposal, and IT MUST NOT BE DETACHED FROM THE OFFICIAL NOTICE OF SALE. (see other side) O1/173132.2 2 `� The following computation is furnished for informational purposes only and is not a part of the foregoing Proposal. Total interest bid $ Less premium bid $ Net interest cost $ Average net interest Check No. received with bid Financial Surety Bond issued by Bank drawn on: or. Returned to: and identifying the offeror received prior to the bid opening Accepted this day of November, 1995 Mayor City Clerk 01/173132.2 3 /. • ci-)H C?-25A • CITY OF OMAHA LEGISLATIVE CHAMBER Omaha, Nebr Qctober 24, 19 95 RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, the City Council of the City of Omaha,Nebraska was authorized at an election held on May 9, 1989 to issue Sewer Bonds in the aggregate principal amount of Six Million Dollars($6,000,000), of which Five Million Two Hundred Fifty Thousand Dollars ($5,250,000)have been issued, and at an election held on May 11, 1993 to issue Sewer Bonds in the aggregate principal amount of Six Million Dollars($6,000,000),of which none has been issued; and, WHEREAS, the City Council of the City of Omaha, Nebraska was authorized at an election held on May 11, 1993 to issue Street and Highway Bonds in the aggregate principal amount of Thirty Million Dollars($30,000.00),of which Three Million Six Hundred Fifty Thousand Dollars ($3,650,000)have been issued; and, WHEREAS, the City Council of the City of Omaha,Nebraska was authorized at an election held on May 12, 1992 to issue Recreation and Culture Improvement Bonds in the aggregate • principal amount of Twelve Million Dollars ($12,000,000), of which Seven Million Five Hundred Thousand Dollars($7,500,000) have been issued.; and, WHEREAS, the City Council of the City of Omaha,Nebraska was authorized at an election held on November 3, 1992 to issue Public Facility Bonds in the aggregate principal amount of Eight Million Dollars($8,000,000),of which Two Million Fifty Thousand Dollars ($2,050,000) have been issued; and, WHEREAS, the City Council of the City of Omaha,Nebraska was authorized at an election held on May 12, 1992 to issue Public Safety Bonds in the aggregate principal amount of Two Million Six Hundred Thousand Dollars ($2,600,000), of which Nine Hundred Seventy Thousand Dollars ($970,000)have been issued; and, WHEREAS, the City Council of the City of Omaha, Nebraska has designated for redemption and retirement certain outstanding bonded indebtedness in the aggregate principal amount of Three Million Three Hundred Fifteen Thousand Dollars($3,315,000), and pursuant to Sections 10-142 and 10-616,Reissue Revised Statutes of Nebraska, 1943, as amended, is authorized to issue general obligation refunding bonds for the purpose of paying and retiring such outstanding bonded indebtedness; and, By Councilmember Adopted City Clerk 4 Approved 4:1) Mayor C-25A . ` CITY OF OMAHA LEGISLATIVE CHAMBER October 24, 95 Omaha, Nebr 19 PAGE 2 WHEREAS,the City Council of the City of Omaha, Nebraska has determined that it is necessary and in the best interests of said City that general obligation bonds and general obligation refunding bonds be authorized to be issued pursuant to the six authorizations granted and for the purposes provided in the proceedings of the elections referred to in the first through fifth clauses hereof, and for the refunding purpose referred to in the sixth clause hereof, respectively, and to combine said general obligation bonds and general obligation refunding bonds into a single issue of Various Purpose and Refunding Bonds,Series of 1995, in the aggregate principal amount of not to exceed Seventeen Million Three Hundred Fifteen Thousand Dollars ($17,315,000): Date Amount Purpose Authorized to be Issued Sewers May 9, 1989 $ 750,000 Sewers May 11, 1993 1,000,000 Street and Highway May 11, 1993 9,670,000 Recreation&Culture May 12, 1992 1,500,000 Improvements Public Facility November 3, 1992 450,000 Public Safety May 12, 1992 630,000 Refunding 3.315,000 $17.315.000 WHEREAS,to enable prospective underwriters of said general obligation "Various Purpose and Refunding Bonds, Series of 1995" to comply with Rule 15c2-12 under the Securities Exchange Act of 1934,as amended,it is necessary for the City of Omaha to provide said prospective underwriters with an official statement which (except for certain omissions permitted by said Rule 15c2-12)the City deems final as of its date; and, WHEREAS, the Finance Department of the City of Omaha and its financial consultants,Kirkpatrick,Pettis,Smith,Polian Inc.,have prepared the Preliminary Official Statement, Official Notice of Sale and Official Bid Forms pertaining to the issuance and sale of said general obligation "Various Purpose and Refunding Bonds, Series of 1995." By Councilmember Adopted City Clerk 4g111 Approved Mayor C-25A CITY OF OMAHA . LEGISLATIVE CHAMBER Omaha, Nebr 19 PAGE 3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, the Preliminary Official Statement, Official Notice of Sale and Official Bid Form pertaining to the issuance and sale of general obligation "Various Purpose and Refunding Bonds, Series of 1995,"in the Exhibits "A", "B" and"C" attached hereto and by this reference made a part hereof as fully as if set forth herein, are hereby approved,the Preliminary Official Statement is deemed fmal as of its date, October 27, 1995, within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended(except for certain omissions permitted by said Rule 15c2-12), and the Finance Director or Acting Finance Director of the City of Omaha is hereby authorized to deliver the aforesaid Preliminary Official Statement on behalf of the City of Omaha. BE IT FURTHER RESOLVED: THAT,the City Comptroller of the City of Omaha be and he is hereby authorized and directed to publish said Official Notice of Sale in such a manner as he shall deem advisable. BE IT ALSO FURTHER RESOLVED: THAT, the City Clerk of the City of Omaha be and she is authorized and directed to receive sealed proposals on said Official Bid Form for said general obligation "Various Purpose and Refunding Bonds, Series of 1995,"until 11:00 a.m., Omaha time,November 7, 1995. APPROVED AS TO FORM: SSIST NT Y A ORNEY P:\FIN\2757.SKZ By... 7 Councilmember Adopted .o.C.j..2 4 995 • City Clerk ' Approved /O Mayor 9 z bdoa o a p •y V'ts a a - - R ay�' Z 7d pc,o o g e g a � p - 0 k ° V. . Rcrco K 0 p .y Y C, C5 � w O P. pM b 'L3 5 "' o• T. • a CD WBD.t cn 1111 R' C n f H. \ C ,n vjdiV Q .-71 . a Y . to NCQi 2C a o 'br o• -o 0 , o MDo, GO ,0C • ` • cl. cO o o n � . , oO o CDy1.° v,c c .p • nx CD CD 5. '`"° gi Q CDaa Q. io � �' v � � cRo F� � coo m' � coo � co cau � a