2021-10-01 SID 590 Minutes CERTIFICATE
The undersigned hereby certify that they are the Chairperson and Clerk of Sanitary and Improvement District
Number 590 of Douglas County,Nebraska,(the"District")and hereby further certify as follows:
1. Annexed to this certificate is a true and correct transcript of the proceedings of the Board of Trustees of the
District relating to a meeting of said District held on the date and at the time reflected in the meeting minutes contained
in said foregoing transcript(the"Meeting"). All of the proceedings of the District and of the Board of Trustees thereof
which are set out in the annexed and foregoing transcript have been fully recorded in the journal of proceedings of the
District and the undersigned District Clerk has carefully compared the annexed and foregoing transcript with said journal
and with the records and files of the District which are in such Clerk's official custody and said transcript is a full,true
and complete copy of said journal,records and files which are set out therein.
2. Advanced notice for the Meeting was given by publication as set forth in the affidavit of publication
contained in the foregoing transcript and was mailed to the Clerk of the municipality or county within whose zoning
jurisdiction the District is located at least seven days prior to the date of the Meeting. Advanced notice for the Meeting,
including notice of agenda subjects, was given to all members of the Board of Trustees. All news media requesting
notification of meetings of said body were provided with advanced notice of the times and places of such meetings and
the subjects to be discussed.
3. All of the subjects addressed at the Meeting were contained in the agenda for the Meeting, which agenda
was kept continually current and readily available for public inspection at the address listed in the meeting notice for the
Meeting and a copy of which is attached to this Certificate; such subjects were contained in said agenda for at least 24
hours prior to the Meeting and each agenda item was sufficiently descriptive to give the public reasonable notice of the
matters to be considered at the Meeting.
4. A current copy of the Nebraska Open Meetings Act was available and accessible to members of the public,
posted during the Meeting in the room in which such Meeting was held and all in attendance at the Meeting were
informed that such copy of the Nebraska Open Meetings Act was available for review and were informed of the location
of such copy in the room in which such Meeting was being held. At least one copy of all resolutions and other
reproducible written materials,for which actions are shown in said proceedings,was made available for examination and
copying by members of the public at the Meeting.
5. The minutes of the Meeting were in written form and available for public inspection within ten(10)working
days after the Meeting or prior to the next convened meeting, whichever occurred earlier, at the office of the District;
within thirty(30) days after the date of the Meeting, a copy of the minutes of the Meeting was sent to the Clerk of the
municipality or county within whose zoning jurisdiction the District is located.
6. No litigation is now pending or threatened to restrain or enjoin the District from the issuance and delivery of
any warrants or other obligations issued by the District or the levy and collection of tax or other revenues or relating to
any of the improvements for which any such warrants or other obligations were or are issued nor in any manner
questioning the proceedings and authority under which any such warrants or other obligations were or are issued or
affecting the validity thereof; neither the corporate existence or boundaries of the District nor the title of its present
officers to their respective offices is being contested; no authority or proceedings for the issuance of any warrants or
other obligations by the District have been repealed,revoked or rescinded as of the date hereof. All actions taken by the
Board of Trustees referred to in said transcript were taken at a public meeting while open to the attendance of the public.
IN WITNESS WHEREOF,we have hereunto aff ed ur offcial signa,j this I"day of October,2021.
ArunAgarrwal, airman
IA( 1 v Clerk
MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES OF
SANITARY AND IMPROVEMENT DISTRICT NO. 590 OF DOUGLAS
COUNTY, NEBRASKA HELD AT 1:00 P.M. ON OCTOBER 1, 2021 AT
10404 ESSEX COURT, OMAHA, NEBRASKA.
The meeting of the Board of Trustees of Sanitary and Improvement District No. 590 of
Douglas County, Nebraska was convened in open and public session at 1:00 p.m. on October 1,
2021 at 10404 Essex Court, Omaha, Nebraska, 68114, said meeting held pursuant to the
Nebraska Open Meetings Act, a copy of which was made available for review to all in
attendance at these proceedings, in accordance with State Law.
Trustees Arun Agarwal, Delaney Nelson and Lynn Gorman were present at the above-
stated meeting location. Larry A. Jobeun of Fullenkamp Jobeun Johnson & Beller, LLP,
attorneys on behalf of the District, Doug Walter from E & A Consulting Group, Inc., consulting
engineers for the District, and J.P. Platisha of Kuehl Capital Corporation, municipal advisors on
behalf of the District were also present at the meeting. Trustee Sudha Agarwal was absent.
Notice of the meeting was given in advance thereof by publication in The Daily Record
on September 15 and 22, 2021, a copy of the Proof of Publication being attached to these
minutes. Notice of the meeting was simultaneously given to all members of the Board of
Trustees and a copy of their Acknowledgement of Receipt of Notice is attached to these minutes.
Availability of the agenda was communicated in the published notice and in the notice of the
Trustees of this meeting. All proceedings of the Board were taken while the convened meeting
was open to the attendance of the public.
The Board first noted that it would be necessary to appoint an Acting Clerk for the
purposes of this meeting, due to the absence of and recent resignation of the Clerk, Erin Lane.
Then, upon a motion duly made, seconded, and upon a roll call vote of "aye," the Trustees
present appointed Lynn Gorman as the Acting Clerk on behalf of the District for the purposes of
these proceedings, whereby she was further authorized to sign any and all documents presented
herein, included but not limited to the warrants of the District.
The Board further noted that Delaney Nelson, current and duly acting Trustee on behalf
of the District, is in the process of moving and will no longer be on the Board. Therefore, it
would be necessary to appoint someone to replace her, to take the vacant seat on the Board and
appoint a new Clerk on behalf of the District. Then, upon a motion duly made, seconded, upon a
roll call vote of three (3) "ayes" and zero (0) "nays", the Board formally accepted the resignation
of Ms. Nelson and attached correspondence regarding the same to these minutes. The Board
further appointed Jay Kline back to the Board of Trustees to act in said position for the next two-
year term or until the next election of the District. Then, the Trustees unanimously appointed
Shawn Johnson to occupy the vacant fifth position on the Board for the next two-year term or
until the next election of the District, whichever shall occur first. It was further noted that a new
Clerk for the District would be appointed at a future meeting of the District, the same to be
determined by the Developer representatives on behalf of the District.
The Clerk then certified that notice of this meeting had been given to the City of Omaha,
Nebraska and the Douglas County Clerk at least seven days prior to the time set by the Board of
Trustees for this meeting and filed his Certificate to that effect, said Certificate being attached to
these minutes and made part hereof by this reference.
The Chairman next presented the proof of publication in connection with the Resolution
of Necessity for the District to enter into a Water Main Extension Agreement with Metropolitan
Utilities District, for and in consideration of the construction of the Water System — Section I
improvements and related appurtenances, the same having been published on September 15 and
22, 2021 in the Daily Record, a paper of general circulation in Douglas County, Nebraska. It
was then noted that no one from the public appeared in opposition of the above resolution and
the same had been posted in three (3) conspicuous places within the boundaries of the District.
After discussion the Resolution contained in Exhibit "A" attached hereto and by this
reference incorporated herein was duly introduced, seconded and upon a roll call vote of"aye"
by the Trustees Delaney Nelson, Arun Agarwal and Lynn Gorman, was unanimously adopted;
the Trustees then passed the following resolutions:
BE IT RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 590 of Douglas County, Nebraska that
the Resolution of Advisability and Necessity for the District to
enter into a Water Main Extension Agreement with MUD for the
construction of the Water System — Section I improvements, be
and hereby is approved, the same having been preliminarily
approved, in form, at the September 10th meeting of the District.
BE IT FURTHER RESOLVED that the Board of Trustees
further authorize the payment in the amount of $989,748.00 be
made to MUD in connection with the approval of the above
resolution, the same to be made of the Construction Fund Account
of the District as part of these proceedings.
The Chairman next presented the proof of publication in connection with the Resolution
of Necessity recommending that the District enter into an Interlocal Cooperation Agreement, to
be entered into by and between the District, SID No. 612 of Douglas County, SID No. 580 of
Douglas County, and Douglas County, for and in consideration of the construction of the Fort
Street Improvements and the cost distribution relating thereto, the same having been published
on September 15 and 22, 2021 in the Daily Record, a paper of general circulation in Douglas
County, Nebraska. It was then noted that no one from the public appeared in opposition of the
above resolution and the same had been posted in three (3) conspicuous places within the
boundaries of the District.
After discussion the Resolution contained in Exhibit "B" attached hereto and by this
reference incorporated herein was duly introduced, seconded and upon a roll call vote of"aye"
by the Trustees Delaney Nelson, Arun Agarwal and Lynn Gorman, was unanimously adopted;
the Trustees then passed the following resolutions:
BE IT RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 590 of Douglas County, Nebraska that
the Resolution of Advisability and Necessity for the District to
enter into an Interlocal Cooperation Agreement with SID No. 612
of Douglas County, SID No. 580 of Douglas County, and Douglas
County, for and in consideration of the construction of the Fort
Street Improvements, be and hereby is approved, the same having
been preliminarily approved, in form, at the September 10th
meeting of the District.
The Chairman then presented the following statements for payment from the
Construction Fund Account of the District:
a. Metropolitan Utilities District for construction of the water main ex- $989,748.00
tension and related appurtenances in accordance with the above app-
roved Resolution.
b. Fullenkamp Jobeun Johnson& Beller, LLP for legal services render- $49,487.40
ed in connection with item a. hereinabove.
c. Kuehl Capital Corporation for municipal advisory services on Con- $33,775.15
struction Fund Warrants issued at this meeting (3.25%).
d. West Gate Bank for warrant holding fee on Construction Fund Wan- $2,682.53
ants issued at this meeting (0.25%).
The Clerk was then directed to attach copies of the above invoices and statements to
these minutes and by this reference are incorporated herein.
Then, upon a motion duly made, seconded and upon a roll call vote of "aye" by the
Trustees Arun Agarwal, Lynn Gorman and Delaney Nelson, the following Resolutions were
unanimously adopted:
BE IT RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 590 of Douglas County, Nebraska that the Chairman
and Clerk be and they hereby are authorized and directed to execute and deliver
Warrants No. 29 through 137, inclusive, of the District, dated the date of this
meeting, to the payees, for the following services and in the following amounts,
said warrants to draw interest at the rate of 7% per annum,to be payable from the
General Fund Account of the District and to be redeemed no later than three (3)
years of the date hereof being October 1, 2026 (the "Construction Fund
Warrants"), subject to extension of said maturity date by order of the District
Court of Douglas County, Nebraska after notice is given as required by law, to-
wit:
a) Warrants No. 29 through 126 for $10,000.00 each and Warrant
No. 127 for $9,748.00, all made payable to Metropolitan
Utilities District for construction of the water main extension in
Phase I and related appurtenances pursuant the approved
WMEA. CF
b) Warrants No. 128 through 131 for $10,000.00 each and
Warrant No. 132 for $9,487.40, all made payable to
Fullenkamp Jobeun Johnson & Beller, LLP for legal services
rendered in connection with item a)hereinabove (5%). CF
c) Warrants No. 133 through 135 for $10,000.00 each and
Warrant No. 136 for $3,775.15, all made payable to Kuehl
Capital Corporation for municipal advisory services related to
Construction Fund Warrants issued at this meeting. CF
d) Warrant No. 137 for $2,682.53 made payable to West Gate
Bank for warrant holding fee on Construction Fund Warrants
issued at this meeting. CF
BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 590 of Douglas County, Nebraska, that the District
hereby finds and determines and covenants, warrants and agrees as follows in
connection with the issuance of the Construction Fund Warrants: (i) the
improvements being financed by the Construction Fund Warrants are for essential
governmental functions of the District and are designed to serve members of the
general public on an equal basis; (ii) all said improvements have from the time of
their first acquisition and construction been owned, are owned and are to be
owned by the District or another political subdivision; (iii) to the extent special
assessments have been or are to be levied for any of said improvements, such
special assessments have been or are to be levied under Nebraska law as a matter
of general application to all property specially benefited by said improvements in
the District; (iv) the development of the land in the District is for residential or
commercial use and the development of the land in the District for sale and
occupation by the general public has proceeded and is proceeding with reasonable
speed; (v) other than any incidental use of said improvements by a developer
during the initial period of development of said improvements, there have been,
are and will be no persons with rights to use such improvements other than as
members of the general public; (vi) none of the proceeds of said Construction
Fund Warrants have been or will be loaned to any private person or entity; and
(vii) and the District does not reasonably expect to sell or otherwise dispose of
said improvements, in whole or in part, prior to the last maturity of the
Construction Fund Warrants.
BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 590 of Douglas County, Nebraska that the District
hereby covenants and agrees as follows in connection with the issuance of the
Construction Fund Warrants: (i) it will comply with all applicable provisions of
the Code, including Sections 103 and 141 through 150, necessary to maintain the
exclusion from gross income for federal income tax purposes of the interest on the
Construction Fund Warrants and (ii) it will not use or permit the use of any
proceeds of the Construction Fund Warrants or any other funds of the District nor
take or permit any other action, or fail to take any action, if any such action or
failure to take action would adversely affect the exclusion from gross income of
the interest on the Construction Fund Warrants. In addition, the District will
adopt such other resolutions and take such other actions as may be necessary to
comply with the Code and with all other applicable future laws, regulations,
published rulings and judicial decisions, in order to ensure that the interest on the
Construction Fund Warrants will remain excluded from federal gross income, to
the extent any such actions can be taken by the District.
The District covenants and agrees that (i) it will comply with all
requirements of Section 148 of the Code to the extent applicable to the
Construction Fund Warrants, (ii) it will use the proceeds of the Construction Fund
Warrants as soon as practicable and with all reasonable dispatch for the purposes
for which the Construction Fund Warrants are issued, and (iii) it will not invest or
directly or indirectly use or permit the use of any proceeds of the Construction
Fund Warrants or any other funds of the District in any manner, or take or omit to
take any action, that would cause the Construction Fund Warrants to be "arbitrage
bonds"within the meaning of Section 148(a) of the Code.
The District covenants and agrees that it will pay or provide for the
payment from time to time of all amounts required to be rebated to the United
States pursuant to Section 148(f) of the Code and any Regulations applicable to
the Construction Fund Warrants from time to time. This covenant shall survive
payment in full of the Construction Fund Warrants. The District specifically
covenants to pay or cause to be paid to the United States, the required amounts of
rebatable arbitrage at the times and in the amounts as determined by reference to
the Code and the Regulations. Pursuant to the "small issuer exception" set forth
below, the District does not believe the Construction Fund Warrants will be
subject to rebate.
The District covenants and agrees that (to the extent within its power or
direction) it will not use any portion of the proceeds of the Construction Fund
Warrants, including any investment income earned on such proceeds, directly or
indirectly, in a manner that would cause any Construction Fund Warrant to be a
"private activity bond".
The District makes the following representations in connection with the
exception for small governmental units from the arbitrage rebate requirements
under Section 148(f)(4)(D) of the Code:
(i) the District is a governmental unit under Nebraska
law with general taxing powers;
(ii) none of the Construction Fund Warrants is a private
activity bond as defined in Section 141 of the Code;
(iii) ninety-five percent or more of the net proceeds of
the Construction Fund Warrants are to be used for local
governmental activities of the District;
(iv) the aggregate face amount of all tax-exempt
obligations (other than "private activity bonds," but including any
tax-exempt lease-purchase agreements) to be issued by the District
during the current calendar year is not reasonably expected to
exceed $5,000,000; and
(v) the District (including all subordinate entities
thereof) will not issue in excess of $5,000,000 of tax-exempt
indebtedness (other than "private activity bonds" and certain
refunding bonds, but including any tax-exempt lease-purchase
agreements) during the current calendar year without first
obtaining an opinion of nationally recognized counsel in the area
of municipal finance that the excludability of the interest on the
Construction Fund Warrants from gross income for federal tax
purposes will not be adversely affected thereby.
BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 590 of Douglas County, Nebraska that the District
hereby designates the Construction Fund Warrants as its "qualified tax-exempt
obligations"under Section 265(b)(3)(B)(i)(III) of the Code.
BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 590 of Douglas County, Nebraska that this and the
preceding Resolutions are hereby adopted as the Certificate with Respect to
Arbitrage of the District pertaining to the Construction Fund Warrants and the
District hereby further certifies, as of the date of the registration of the
Construction Fund Warrants with Douglas County,Nebraska as follows:
1. The District reasonably anticipates that a portion of the
monies in its Bond Fund will be expended for payment of
principal of and interest on its bonds and/or construction
fund warrants of the District within 12 months after receipt
of such monies. The District hereby establishes a reserve
fund within its Bond Fund in connection with the issuance
of the Construction Fund Warrants in the amount equal to
the least of (i) 10% of the stated principal amount of the
Construction Fund Warrants, (ii) the maximum annual debt
service due on the Construction Fund Warrants during any
fiscal year, or (iii) 125% of the average annual debt service
for the Construction Fund Warrants over the term of such
warrants. That amount that is currently held in the
District's Bond Fund which exceeds the amount to be
expended for payment of principal and interest on the
bonds and/or construction fund warrants of the District
within 12 months after receipt of such monies, plus that
amount arrived at pursuant to the immediately preceding
sentence, will not be invested in any securities or any other
investment obligations which bear a yield, as computed in
accordance with the actuarial method, in excess of the yield
on the Construction Fund Warrants.
2. To the best of their knowledge, information, and belief, the
above expectations are reasonable.
3. The District has not been notified of any listing of it by the
Internal Revenue Service as an issuer that may not certify
its debt.
4. This Certificate is being passed, executed and delivered
pursuant to Section 1.148-2 (b) (2) of the Income Tax
Regulations under the Code (the "Regulations").
BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 590 of Douglas County, Nebraska that the District
hereby authorizes and directs the Chair or Clerk to file or cause to be filed, when
due, an information reporting form pursuant to Section 149(e) of the Internal
Revenue Code of 1986, as amended (the "Code"), pertaining to the Construction
Fund Warrants.
(Remainder of page intentionally left blank; signatures on following page)
MINUTES SIGNATURE PAGE FROM THE MEETING OF
SANITARY AND IMPROVEMENT DISTRICT NO. 590 OF
DOUGLAS COUNTY, NEBRASKA, HELD ON OCTOBER 1,
2021
There being no further s' ess to come before the meeting, the meeting was adjourned.
Arun Agarwal, Chairman
Lynn tnlan Clerk
ACKNOWLEDGMENT OF
RECEIPT OF NOTICE OF MEETING
The undersigned Trustees of Sanitary and Improvement District No. 590 of Douglas County,
Nebraska do hereby acknowledge receipt of advanced notice of a meeting of the Board of Trustees
of said District and that the agenda for such meeting,held at 1:00 p.m.on October 1,2021,at 10404
Essex Court, Omaha,Nebraska, is kept continuously current and available for public inspection at
the office of the District's counsel during normal business hours.
DATED this 1st day of October, 2021.
CERTIFICATE
The undersigned being Clerk of Sanitary and Improvement District No. 590 of Douglas
County,Nebraska hereby certifies that Notice of meeting of the Board of Trustees of said District
held on October 1, 2021, was delivered to the City Clerk of Omaha, Nebraska, via facsimile or
electronic mail transmittal, at least seven(7) days prior to the date of said meeting.
The undersigned further certifies that the agenda for the meeting of the Board of Trustees of
said District was prepared and available for public inspection pursuant the instructions contained in
the notice of meeting given in advance thereof by publication in The Daily Record on September 15
and 22,2021, and that no items were added to the agenda after the commencement of the meeting;
and further,that the minutes for the meeting were available for public inspection within ten(10)days
of the date of said meeting and that a copy of the minutes of this meeting were sent to the Douglas
County Clerk, Omaha, Nebraska within thirty (30) days from the date of this meeting.
v Cl rk
FULLENKAMP JOBEUN THE DAILY RECORD
JOHNSON&SELLER LLP
11440 st Center Road
Omaha,Nst 84 OF OMAHA
SANITARY AND IMPROVEMENT JASON W.HUFF,Publisher
DOUDIDISTRICT COUNTY,OU NO.590 RA PROOF OF PUBLICATION
AS . 90 OF KA
NOTICE OF MEETING
AND RESOLUTION UNITED STATES OF AMERICA,
NOTICE IS HEREBY GIVEN that a meeting The State of Nebraska, ss.
of the Board of Trustees of Sanitary and District of Nebraska,
Improvement District No. 590 of Douglas
County, Nebraska will be held at 1:00 P.M. County of Douglas,
Cou°,Ste 1101,02 Or at
404 Nebraska City of Omaha,
which meeting will be open to the public and
held In accordance with the Nebraska Open JASON W.HUFF and/or SCOTT STEWART
Meetings Act. The agenda for such meeting,
kept continuously current, is available for
public inspection at 11440 west Center Road, being duly sworn,deposes and say that they are the
Omaha,Nebraska and includes the payment of
bills of the District and the consideration and PUBLISHER and/or MANAGING EDITOR ,
passing or amending and passing the following
Resolution,to-wit: of THE DAILY RECORD, of Omaha, a legal newspaper,printed and
BE IT RESOLVED that the Board of Trustees published daily in the English language, having a bona fide paid
of Sanitary and Improvement District No. circulation in Douglas County in excess of 300 copies, printed in
590 of Douglas County, Nebraska find and determine that it Is m said advisable and necessary Omaha, County of Douglas,for more than fifty-two weeks last
for the District to enter into the Water Main past; that the printed notice hereto attached was published in THE
Extension Agreement with MUD for the
construction of a water main extension and DAILY RECORD, Omaha,on
related equipment, pioneer main fees and September 15
future costs for Phase 1 Connections(Phase p
1 - Enclave Flats), which improvements
shall be constructed in accordance with the &22,2021
following agreement:
WATER MAIN EXTENSION AGREEMENT
District Job No.100055001264&
100057000459 That said Newspaper during that time was regularly published and
THIS AGREEMENT is entered into on 1&.s al ci.CVl.aio. th Douglas, •" ' State of Nebraska.
2021, between the METROPOLITAN GENERAL NOTARY State of Nebraska 4/4
UTILITIES DISTRICT OF OMAHA, fir ELLEN FREEMAN i/t' W ,U
Improvement ("District')
) and of Douglas #,t My Comm.Exp.December 11,202 -. scribed in my A,,,en and sworn to before
County("Applicant"). publisher's Fee $348.59 me 22nd day of
In consideration of the Applicant's payment Se 1 bet 1
of Nine Hundred Eighty Nine Thousand ,,
Additional Copies $
Seven Hundred (5989,948 Dollarso e - �$I�/ 1
•
00/100 Dollars (hick is to the ,total $348.59
the , receipt of which is acknowledged,
the District shall install, as soon as:::is 'otary Public in and for Douglas County,
reasonably possible, I State of Nebraska
100055001264 2,620'+/- of 8". and
4,010'+/- of 6" DI water main in Enclave -
Flats Subdivision northwest of N. 186th St.
&Fort St.to serve lots 1-106($375,910)
100057000459 - 2,720'+/- of 12" DI
water approach main in Fort St. from
approximately.N. 186th St. to N. 192nd ,
St. to serve Enclave Flats Subdivision •
($561,745)
as shown on the attached plat marked Exhibit
"A;together with such appurtenances, as
the District deems necessary(the"main'or .
"mains").This consideration includes(1)the
estimated total cost of the main installation / •
($937,655.00)..and (2) the estimated
contributions to other pioneer mains ($
52;093.00).The estimated total cost of the
main installation is$989,748.00,of which
cost the District shall assume$-0-,which is - '
the estimated difference in cost between a
6';8';&12"main required and a 6';8';& •
12"main installed.