2022-08-09 SID 627 Minutes CERTIFICATE
The undersigned hereby certify that they are the Chairperson and Clerk of Sanitary and Improvement District Number 627
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 ofthe 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. Advance 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 islocated
at least seven days prior to the date of the Meeting.Advance 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 advance
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;nei `er 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 res inded as of the date hereof.
All actions taken by the Board of Trustees referred to in said transcript were taken at a public meeting hile open to the attendance
of the public.
IN WITNESS WHEREOF,we have hereunto affixed our official si i atures this 9th day of .. gust 2022.
C .irpersor rigir
Arr
Ant
Cle k
MINUTES OF THE MEETING OF THE BOARD OF
TRUSTEES OF SANITARY AND IMPROVEMENT DISTRICT
NO. 627 OF DOUGLAS COUNTY,NEBRASKA
The meeting of the Board of Trustees of Sanitary and Improvement District No. 627 of
Douglas County,Nebraska was convened in open and public session at 9:30 A.M.on August 9,2022
at 1414 North 205"' Street #1, Omaha, Nebraska.
Present at the meeting were Trustees Ryan Schwarz, Josh Bundren, Laura Schwarz,David
Lakin and Bob Schwarz. Also presented were Brent Beller, attorney for the District, Bluestem
Capital Partners,financial advisors of the District and E&A Consulting Group, engineers for the
District.
Notice of the meeting was given in advance thereof by publication in The Daily Record on
August 3, 2022, 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
Acknowledgment of Receipt of Notice is attached to these minutes. Availability of the agenda was
communicated in the published notice and in the notice to 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 Clerk then certified that notice of this meeting had been given to the City Clerk of
Omaha,Nebraska 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.
The Chairman then stated that a copy of the Nebraska Open Meeting Laws was available for
review and inspection and stated the location of said copy in the room in which such meeting was
being held.
Discussion was then had concerning the necessity of appointing a Chairman and Clerk and
whereupon a motion was duly made, seconded and unanimously adopted appointing Ryan Schwarz
as Chairman and Josh Bundren as Clerk. The Clerk was then directed to file bonds for the
Chairman and Clerk in the respective amounts of$5,000 and $20,000 with the Douglas County
Clerk.
The Chairman next presented the Contract for Legal and Administrative Services between
the District and Fullenkamp Jobeun Johnson&Beller LLP,whereupon, a motion was duly made,
seconded and upon a roll call vote of"aye"by the Trustees, the Chairman and Clerk were authorized
and directed to execute said Contract on behalf of the District and the Clerk was directed to attach
a copy to these minutes.
The Chairman then presented the Contract for Financial Advisor/Fiscal Agent Services
between the District and Bluestem Capital Partners, whereby Bluestem Capital would provide
financial advisor/fiscal agent services. Following review and discussion,a motion was duly made,
seconded and unanimously adopted authorizing the Chairman and Clerk to execute said Contract
and the Clerk was directed to attach a copy to these minutes.
The Chairman then presented the Paying Agent and Registrar Agreement for Warrants,
whereby SID Services LLC will provide services as paying agent and registrar per said Agreement.
Following review and discussion, a motion was duly made, seconded and unanimously adopted
authorizing the Chairman and Clerk to execute said Agreement and the Clerk was then directed to
attach a copy to these minutes.
The Chairman then presented the Dissemination Agent Agreement between the District and
SID Services LLC for the services provided to the District per said Agreement. Following review
and discussion, a motion was duly made, seconded and unanimously adopted authorizing the
Chairman and Clerk to execute said Agreement and the Clerk was then directed to attach a copy to
these minutes.
The Chairman then presented the letter dated August 9, 2022 from Kutak Rock LLP in
connection with bond counsel services outlined in said letter. Following review and discussion, a
motion was duly made,seconded and unanimously adopted authorizing the execution of said letter
and the Clerk was then directed to attach a copy to these minutes.
The Chairman then presented the Contract for Engineering Services between the District and
E & A Consulting Group, in connection with providing engineering services for the District.
Following review and discussion, a motion was duly made, seconded and unanimously adopted
authorizing the execution of said Contract and the Clerk was then directed to attach a copy to these
minutes.
The Chairman then advised that it had been called to the Board's attention that the District
should adopt the remedial action policies and procedures as set forth in Exhibit A and the post-
issuance tax compliance procedures set out in Exhibit B to comply requirements of the Internal
Revenue Code of 1986 and the Income Tax Regulations under the Code. Following discussion,
a motion was duly made, seconded and the following resolution unanimously adopted:
BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary
and Improvement District No.627 of Douglas County,Nebraska that
the District hereby adopts the remedial action policies and procedures
set forth in Exhibit A hereto in order to ensure that all"nonqualified
bonds" of the District in connection with any and all construction
fund warrants issued by the District are remediated according to the
requirements of the Internal Revenue Code of 1986 (the"code")and
the Income Tax Regulations under the Code.
BE IT FURTHER RESOLVED by the Board of Trustees of Sanitary
and Improvement District No.627 of Douglas County,Nebraska that
the District hereby adopts, approves and confirms the procedures set
forth in Exhibit B hereto (the "Post Issuance Tax Compliance
Procedures"), the purpose of which is to establish policies had
procedures in connection with the issuance of the District's tax -
exempt obligations so as to ensure that all applicable post-issuance
requirements of federal income tax law needed to preserve the tax-
exempt status of such obligations which are intended to be tax-
exempt are met. The District reserves the right to use its discretion as
necessary and appropriate to make exceptions or request additional
provisions as it may determine. The District also reserves the right
to change these policies and procedures from time to time, without
notice.
Discussion then followed concerning the necessity of appointing a compliance officer whose
responsibility would be to review compliance with Federal tax requirements as generally outlined in the
Procedures attached to these minutes, whereupon, a motion was duly made, seconded and unanimously
adopted appointing Ryan Schwarz, Chairman of the District, as such compliance officer.
The Chairman then presented plans and specifications prepared by E & A Consulting
Group, engineers for the District, for construction of Sanitary Sewer System - Section I,
together with an estimate of the total cost of said improvement prepared by said engineers,
which cost estimate, including engineering fees, legal fees, fiscal fees, administration costs
and other miscellaneous costs is in the sum of$2,730,000.00.
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, was unanimously adopted; the Trustees then passed the following
resolution:
RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 627 of Douglas County,Nebraska that
the hearing on the proposed Resolution of Advisability and
Necessity for the construction of Sanitary Sewer System, -
Section 1 shall be held at 1414 North 205th Street #1, Omaha,
Nebraska at 10:00 a.m. on September 14, 12022, which meeting
is open to the public and at which time owners of property
within the District who might become subject to assessment for
the improvements contemplated by the proposed Resolution of
Necessity may appear and make objections to the proposed
improvements and if a petition opposing the proposed Resolution
of Advisability and Necessity, signed by the property owners
representing a majority of the front footage which might become
subject to assessments for the cost of said improvements, as set
out in the Resolution, is filed with the Clerk of the District
within three days before the date set for hearing on such
Resolution, such Resolution shall not be passed.
BE IT FURTHER RESOLVED that the notice of said hearing
shall be given by publication in The Daily Record, a legal
newspaper of Douglas County, Nebraska for two consecutive
weeks on August 31 and September 7, 2022, which publication
shall contain the entire wording of the proposed Resolution and
that notice shall be given by posting same in three consecutive
places within the boundaries of the District as required by
Section 31-745 R.R.S. and further, that the Clerk of the District
shall give notice not less than seven days prior to said hearing to
the City Clerk of Omaha, Nebraska as required by Section 31-
727.02 R.R.S.
There being no further business to come before the meeting, the meeting was adjourned.
Chairman Clerk
_ FULLENKAMP IOBEUN
IONNSO West
w,ER THE DAILY RECORD
11440 Wee st Center Road
Omaha,Nebraska 68144
NOTICE OF MEETING OF OMAHA
SANITARY AND IMPROVEMENT JASON W.HUFF,Publisher
DISTRICT NO.627OF PROOF OF PUBLICATION
DOUGLAS COUNTY,NEBRASKA
of the19Booarrdd�Trustees Sanimeeting
ry and UNITED STATES OF
Improvement District No. 627 of Douglas AMERICA,
County, Nebraska will be held at e•xn am The StBtO of ebraska,
on Auausr . /,R» at Bluestem Capital District of Nebraska, SS.
el.
Partners,1414 North 205th Street #1, County of Douglas,
Omaha, Nebraska; which meeting will
be open to the public. An agenda for such City of Omaha,
meeting,kept continuously current is available
for public review at 11440 West Center Road,
JASON W
Omaha,Nebraska and includes the payment of W.HUFF and/or bills and other business of the District ND37,AUS STEWART
Josh Bundren,Clerk being duly sworn,deposes and say that they are the
8/3 zN¢ PUBLISHER and/or LEGAL EDITOR
of THE DAD,Y RECORD, of Omaha, a legal newspaper,
published n dailyin inthe English language, havingabona fideaid
Douglascirlati County in excess of 300 copies, printed in
Omaha,in said County of Douglas,for more than fifty-two weeks last
past; that the printed notice hereto attached was published in THE
DADS RECORD Of O
, a,
Augur , L h
That said Newspaper during that time was published regularly and
�k NICOLEM PA ''�of� ��a/fnd3tatGofNebraska
— i riL //.L►
_. . . -_ Ipceee and sworn to before
Publisher's Fee $ LG./ -i
me this da of
Additional Copies $ , August 2
Total $
22.70 20
Ne y lie in and for ouglae County,
State of Nebraska
ACKNOWLEDGMENT OF RECEIPT OF
NOTICE OF MEETING
The undersigned Trustees of San ary and Improvement District No. 627 of
Douglas County, Nebraska do hereby acknowledge receipt of advance notice of a meeting of the
Board of Trustees of said District and the agenda f• such meeting held at 9:30 A.M. on August
9, 2022 at 1414 No. 205th Street, #1, Omaha Neb •ska.
DATED this 9`" da of August 2022
Alivtanalasut—
Ste_ 41
CERTIFICATE
The undersigned being Clerk of Sanitary and Improvement District No. 627 of
Douglas County, Nebraska hereby certifies that Notice of a Meeting of the Board of Trustees of
said District held on August 9, 2022 was given to the City Clerk of Omaha at least seven 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 at the address designed
in the notice of meeting published in The Daily Record on August 3, 2022 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 City Clerk of
Omaha, Nebraska within thirty days from the date of this meeting.
— - �,`- ''
ClerI
i
CONTRACT FOR LEGAL AND ADMINISTRATIVE SERVICES
This Agreement made and entered into by and between the Chairman and Board of
Trustees of Sanitary and Improvement District No. 627 of Douglas County, Nebraska on behalf
of said Sanitary and Improvement District, herein referred to as "District" and Fullenkamp
Jobeun Johnson & Beller LLP, hereinafter referred to as "Attorneys".
WITNESSETH:
WHEREAS,THE District desires to engage Attorneys to render professional legal services
and to provide service for the administration for the orderly conduct of the business of the
District as detailed hereinafter.
1. To provide for the District those administrative support services as set forth below.
2. To review and advise the District concerning the contract between the District and
the firm of engineers hired by the District for the purpose of providing engineering services in
connection with public improvements installed within and without the District's boundaries and
to advise the District as to the necessary legal steps for the District to be able to finance the
construction of public improvements and all related costs.
3. Review and advise the District with regard to the retention of a municipal financial
advisor and to aid and coordinate with the District's municipal financial advisor in the timely
processing of construction fund warrants, general fund warrants,the issuance of District bonds.
4. Review and advise the District with regard to the commitment of the District and to
aid and coordinate with the District's underwriter in the timely processing of construction fund
warrants, general fund warrants, and issuance of District bonds as may be proposed by the
underwriter and/or the municipal financial advisor.
5. To review on behalf of the District the contract documents, including proposals,
advertisements, construction contracts, and performance bonds.
6. To draft and prepare on behalf of the District all Resolutions of Necessity, Notice to
Contractors, and arrange for advertising of same.
7. To assist the District in conjunction with the District's engineer in securing
construction bids for the improvement projects and assist with the bid opening and letting.
8. To assist and advise the Board of Trustees in the administration of all meetings of
the Board of Trustees of the District and to prepare and maintain a full and complete transcript
of the minutes of all proceedings of the Board of Trustees.
9. To assist in, as requested by the accountants, the audit of the District and the
preparation of the budget of the District.
10. To assist in the coordination of the election to the Trustees of the Board of the
District with the county election commissioner.
11. To assist the Board with the process of levying of special assessments by the
District. To assist in the administration and aid the Board in the conduct of the Board of
Equalization meeting of the District to represent the District in any appeal or objections to the
special assessments by any landowner within the District as to the District's levy to the District
Court of Douglas County, Nebraska, or the Supreme Court of Nebraska.
12. To represent the District in any negotiations or condemnation necessary for the
acquisition of any real property or property rights for the construction, installation or
maintenance of any District public improvements, except that if an appeal is made to the
District Court of the County of the award by the Board of Appraisers, then Attorney shall be paid
at its standard hourly rate, including expenses, for the handling of such appeal.
13. To represent the District's interest in any legal action or claim made against the
District, provided that Attorney shall be paid at its standard hourly rate, including expenses for
the handling of such legal action or claim made against the District.
In consideration for the above and foregoing services performed by the Attorneys the
District hereby agrees to compensate the Attorneys for these services as follows:
a) An amount equal to five (5%) percent of the total expenditures
of the District exclusive of fees paid to the District's fiscal agent,
engineer or other salaried persons for services in connection with
the commencement, planning, construction and completion of and
levy any special assessments for the public improvements to be
installed within the District.
(b) For services rendered in connection with the issuance of
Bonds by the District, Refunding Bond Issues, negotiations with
the fiscal agent, securing a bond hearing date and all filing
requirements and court appearances, a fee equal to one-half of
one percent of the amount of the bonds issued by the District.
(c) The firm's standard hourly rate for all legal work not
associated with the construction of the public improvements as
described in subparagraph (a) above.
IN WITNESS WHEREOF, the parties have set their hands and seals t is 9th day
August 2022.
SANITARY AND IMPROVEMENT STRICT
ATTEST: NO. 6 7 OUGLAS COUNTY, EBRASKA
By
Clerk\ Chair an
FULLENKAMP JOBEUN JOHNSON & BELLER, LLP
rWC----
By: -
Brent W. eller, Partner
CONTRACT FOR MUNICIPAL ADVISOR SERVICES
THIS CONTRACT FOR MUNICIPAL ADVISOR SERVICES (together with the
attached Exhibits, this "Contract") is entered into and is effective as of August 9th, 2022 (the
"Effective Date") by and between SANITARY AND IMPROVEMENT DISTRICT NO. 627
(WESTBROOK HILLS) OF DOUGLAS COUNTY IN THE STATE OF NEBRASKA (the
"District"), as its sole beneficiary, and BLUESTEM CAPITAL PARTNERS, INC. (the
"Municipal Advisor").
1. Definitions. All terms and phrases not expressly defined herein shall have
their ordinary meanings, consistent with federal and state law, except where the context
clearly indicates a different meaning.
2. Term of Engagement.
(a) This Contract shall be for an initial term beginning on the Effective
Date and running through the construction financing phase of the District, the
completion of which shall be evidenced by the redemption of all construction fund
warrants issued by the District with the proceeds of general obligation bonds of the
District, subject to earlier termination pursuant to the provisions herein.
(b) Upon completion of the initial term defined in (a) above, if the
parties take no action to terminate this Contract within 60 days of the expiration of
the initial term,the Contract shall automatically be extended for a subsequent term
of two years and shall at the end of each succeeding fiscal year of the District
(ending June 30 of each year) extend for an additional one year beyond the then
end of the term unless one party gives the other party notice, not less than ninety
(90) days prior to the end of a fiscal year, that such party does not agree to such
extension of the term; subject to earlier termination pursuant to the provisions
herein.
3. Basic Services.
(a) Scope of Services. The Municipal Advisor is hereby engaged by the
District as an independent contractor to perform, at the direction of the District, in
accordance with industry best practices and in the best interest of the District, the
relevant portions of work set forth in Exhibit A (which is attached hereto and
incorporated as a part of this Contract) (the "Scope of Services"). The Municipal
Advisor shall be compensated for performing such Scope of Services as provided
in Exhibit B, which is attached hereto and incorporated as a part of this Contract.
(b) Limitations on Scope of Services. The Scope of Services is subject
to the following limitations:
(i) The Scope of Services is limited solely to the services
described in Exhibit A and is subject to any limitations set forth within such
description.
4846-5201-2050.6
(ii) Unless otherwise provided in the Scope of Services
described herein, Municipal Advisor is not responsible for certifying as to
the accuracy or completeness of any preliminary or final official statement,
other than with respect to any information about Municipal Advisor
provided by Municipal Advisor for inclusion in such documents.
(Hi) The Scope of Services does not include tax, legal,
accounting or engineering advice with respect to any issue of municipal
securities or in connection with any opinion or certificate rendered by
counsel or any other person at closing.
(c) Amendment to Scope of Services. The Scope of Services may be
changed only by written amendment or supplement to the Scope of Services
described herein. The parties agree to amend or supplement the Scope of Services
described herein promptly to reflect any material changes or additions to the Scope
of Services.
4. Records and Accounts. The Municipal Advisor shall maintain all records
and accounts in connection with the Scope of Services performed pursuant to this Contract
in the manner and for at least the length of time prescribed by federal and state rules,
regulations and industry standard guidelines governing municipal advisors.
5. No Underwriting. The Municipal Advisor covenants and agrees that
neither it nor any person who serves as an officer or employee of the Municipal Advisor
will directly or indirectly act as or on behalf of an underwriter for any bonds, warrants or
other obligations issued by the District.
6. Required Disclosures. The Municipal Advisor hereby provides to the
District the disclosures set forth in Exhibit C regarding any direct and/or indirect conflicts
of interest in connection with the provision by the Municipal Advisor of the Scope of
Services. Municipal Securities Rulemaking Board ("MSRB") Rule G-42 (the "Rule")
requires that Municipal Advisor make a reasonable inquiry as to the facts that are relevant
to District's determination whether to proceed with a course of action or that form the basis
for any advice provided by Municipal Advisor to District. The Rule also requires that
Municipal Advisor undertake a reasonable investigation to determine that it is not basing
any recommendation on materially inaccurate or incomplete information. Municipal
Advisor is also required under the Rule to use reasonable diligence to know the essential
facts about District and the authority of each person acting on District's behalf.
The District agrees to cooperate, and to cause its agents to cooperate, with
Municipal Advisor in carrying out these regulatory duties, including providing to
Municipal Advisor accurate and complete information and reasonable access to relevant
documents, other information and personnel needed to fulfill such duties. In addition,
District agrees that, to the extent District seeks to have Municipal Advisor provide advice
with regard to any recommendation made by a third party, District will provide to
Municipal Advisor written direction to do so as well as any information it has received
from such third party relating to its recommendation.
2
4846-5201-2050.6
7. Fiduciary Relationship. The Municipal Advisor acknowledges pursuant
to this Contract that it has a fiduciary duty to the District under the federal securities laws
and is required to act in the best interests of the District without regard to its own financial
or other interests.
8. No Other Compensation. The Municipal Advisor covenants and agrees
that neither it nor any person who serves as an officer or employee of the Municipal
Advisor will receive or accept any compensation or other benefit or tangible thing of
material value from any person or entity in connection with the issuance of any obligations
or the incurrence of any indebtedness by the District or related to the Scope of Services
provided herein other than compensation pursuant to this Contract.
9. Termination for Default. Either party may terminate this Contract for
failure of the other party to fulfill its covenants or obligations under this Contract.
(a) Upon a breach by one party of any covenant or obligation under this
Contract, the non-breaching party shall send written notice of such breach to the
other party. If the party in breach does not cure or remedy such breach within
30 business days of receiving such written notice, the non-breaching party may
terminate this Contract immediately.
(b) If this Contract is terminated by reason of a default of the Municipal
Advisor prior to the completion of the Scope of Services under this Contract, the
Municipal Advisor shall immediately assign to the District, at the District's
discretion, any contracts and/or agreements relative to this Contract entered into
between the Municipal Advisor and its subcontractors and consultants. The
Municipal Advisor also shall (i) immediately discontinue all work and services
affected (unless the notice directs otherwise), and (ii)upon payment for work
performed, promptly deliver to the District all studies, reports, documents,
specifications, calculations, plans, estimates, summaries and other information and
materials accumulated in performing this Contract.
10. Termination upon Annexation. This Contract will automatically
terminate upon annexation of the District according to applicable Nebraska state law by a
city with the authority to complete such annexation; provided all fees of the Municipal
Advisor hereunder have been paid in full.
11. Ownership of Documents. All studies, reports, documents, estimates,
summaries and any other written materials produced,created or accumulated in performing
this Contract and delivered to the District are and shall remain the property of the District
and may be reproduced, distributed and published in whole or part without permission or
any additional payments or fees to the Municipal Advisor.
12. Liability. In the absence of willful misconduct,bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of Municipal Advisor
or any of its associated persons, Municipal Advisor and its associated persons shall have
no liability to District for any act or omission in the course of,or connected with,rendering
3
4846-5201-2050.6
services hereunder, or for any error of judgment or mistake of law, or for any loss arising
out of any issuance of municipal securities, any municipal financial product or any other
investment, or for any financial or other damages resulting from District's election to act
or not to act, as the case may be, contrary to any advice or recommendation provided by
Municipal Advisor to District.No recourse shall be had against Municipal Advisor for loss,
damage, liability, cost or expense (whether direct, indirect or consequential) of District
arising out of or in defending, .prosecuting, negotiating or responding to any inquiry,
questionnaire, audit, suit,action, or other proceeding brought or received from the Internal
Revenue Service in connection with any issue of municipal securities or otherwise relating
to the tax treatment of any issue of municipal securities, or in connection with any opinion
or certificate rendered by counsel or any other party. Notwithstanding the foregoing,
nothing contained in this paragraph or elsewhere in this Contract shall constitute a waiver
by District of any of its legal rights under applicable U.S. federal securities laws or any
other laws whose applicability is not permitted to be contractually waived, nor shall it
constitute a waiver or diminution of Municipal Advisor's fiduciary duty to District under
Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder.
13. Assignment.This Contract is a professional service agreement which relies
upon the personal and professional integrity and expertise of the Municipal Advisor to
provide professional services to the District. The Municipal Advisor may only assign its
obligations,rights,duties or interest in this Contract to an affiliate of the Municipal Advisor
or any corporation, firm or other entity into which the Municipal Advisor may merge or
consolidate or to which the Municipal Advisor may sell all or substantially all of its assets,
provided the assignee accepts all the rights and obligations hereunder. Furthermore,a.legal
name change or re-branding of the Municipal Advisor is permissible and such actions are
not prohibited by this Section 13.
14. Consultants and Subcontractors. Prior to the engagement of any
consultants or subcontractors, the Municipal Advisor shall submit for approval by the
District a list of any consultants or subcontractors the Municipal Advisor intends to engage
to perform work and/or services related to this Contract; provided however, that the
Municipal Advisor does not anticipate the need to engage any consultants or subcontractors
in the performance of the Scope of Services covered under this Contract.
15. Notices. All notices given pursuant to this Contract shall be in writing,
delivered or mailed by United States mail, postage prepaid or e-mailed (with hard-copy
follow-up by mail or delivery) and addressed as follows:
To the District: Douglas Co. SID No. 627
Westbrook Hills
Brent Beller
c/o Fullenkamp, Jobeun, Johnson and Beller
11440 West Center Road, Ste. C
Omaha,Nebraska 68144
4
4846-5201-2050.6
To the Municipal Advisor: Bluestem Capital Partners, Inc.
1414 N. 205th Street, Suite 1
Omaha,Nebraska 68022
Attention: Mr. Robert A. Wood
Email: rwnabluestemcap.com
The address of any person or party may be changed by notice to the other party,
given in the manner described above. All such notices shall be deemed received when
delivered.
16. Independent Contractor. The Municipal Advisor is engaged as an
independent contractor, and the Municipal Advisor shall accomplish all of the Scope of
Services provided for herein in such capacity. The District, the Chairman or other agents
of the District will have no control or supervisory powers as to the detailed manner or
method of the Municipal Advisor's performance of the subject matter of this Contract.
17. Time Is of the Essence. Both the District and the Municipal Advisor
expressly agree that time is of the essence with respect to this Contract, and any schedule
for completion of tasks pursuant to this Contract shall be observed accordingly; provided,
however, that the District and the Municipal Advisor understand and agree that delays in
the performance of the Scope of Services pursuant to this Contract due to circumstances or
events outside the control of the parties shall result in a reasonable revision of the schedule
and shall not constitute a default under this Contract.
18. Amendment. Except as set forth in this Section, this Contract may be
modified only by a written amendment of subsequent date hereto, approved by the District
and the Municipal Advisor. In the event the District requests that the Scope of Services
materially increase,the Municipal Advisor may seek to amend this Contract. The District
and the Municipal Advisor hereby agree to exclude future amendments to Exhibit B from
the requirements of this Section 18 and expressly agree to permit modification to only
Exhibit B pursuant to a written amendment submitted by the Municipal Advisor to the
District for consideration and subsequent approval via the District's resolution process
contained in its normal meeting minutes rather than execution of an additional amendment
to this Contract.
19. Nonwaiver. Failure by either party to insist upon strict performance of any
of the terms and conditions hereof, or failure or delay to exercise any rights or remedies
provided herein or by law,or failure by either party to notify the other party properly in the
event of default, or the acceptance of or payment for service or review or approval of any
document shall not release either party from any of the obligations of this Contract and
shall not be deemed a waiver of any right of either party to insist upon strict performance
hereof or any of its rights or remedies to a prior or subsequent default hereunder.
20. Remedies Cumulative. The rights and remedies contained in this Contract
shall not be exclusive but shall be in addition to all rights and remedies now or hereafter
existing whether by statute, at law or in equity; provided, however, neither party may
terminate its duties under this Contract except in accordance with the provisions hereof
5
4846-5201-2050.6
21. Headings. The section headings of this Contract are inserted or annexed
for convenience of reference only and shall not affect the meaning, construction,
interpretation or effect of this Contract.
22. Severability. In the event that any provision, clause, portion or section of
this Contract is unenforceable or invalid for any reason,such unenforceability or invalidity
may not affect the enforceability or validity of any other paragraph or the remainder of this
Contract.
23. Entire Agreement. This Contract, including its Exhibits and any other
documents or certificates incorporated herein by reference, expresses the entire
understanding of the District and the Municipal Advisor concerning this Contract. Neither
the District nor the Municipal Advisor has made or shall be bound by any agreement or
any representation to the other concerning this Contract,which is not expressly set forth or
incorporated by reference herein.
24. Construction and Enforcement. This Contract shall be construed and
enforced in accordance with the laws of the State of Nebraska.
25. Authority of the Parties. Each of the parties to this Contract, and each
person signing this Contract on behalf of such party, represents and warrants to the other
party to this Contract as follows: (a)that such party has full power and authority to execute,
deliver and carry out the terms and provisions of this Contract; (b)that such party has taken
all necessary action to authorize the execution, delivery and performance of this Contract;
(c)that the individual(s)and/or entities executing this Contract on such party's behalf have
the authority to bind it to the terms and conditions of this Contract;and(d)that this Contract
has been duly executed and delivered by such party.
26. Parties Bound. This Contract shall be binding upon and inure to the benefit
of all parties. This Contract is solely for the benefit of the parties and their successors in
interest, and none of the provisions hereof are intended to benefit third parties.
27. Execution in Counterparts. This Contract may be simultaneously
executed in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
28. Waiver of Jury Trial.EACH PARTY AGREES TO WAIVE ANY RIGHT TO
A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION
ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIP BETWEEN
THE PARTIES. PARTIES AGREE TO WAIVE CONSEQUENTIAL AND PUNITIVE
DAMAGES.
6
4846-5201-2050.6
[Signature Page to Follow]
7
4846-5201-2050.6
IN WITNESS WHEREOF,this Contract was approved and duly executed by the Chairman
of Sanitary and Improvement District No. 627 of Douglas County this 9th day of August,2022.
SANITARY AND IMPROVEMENT
DISTRICT NO. 627 OF DOUGLAS COUNTY
IN THE STATE OF NEBRASKA
By
(Sigma e)
By( iu\ r\ CUkWUr
Prim ed ame)
Chairman
[District Signature Page to MA Contract]
4846-5201-2050.6
IN WITNESS WHEREOF,this Contract was duly executed by the Municipal Advisor this
9th day of August, 2022.
BLUESTEM CAPITAL PARTNERS,INC.
By
Name: Robert A. Wood
Title: Managing Director
[MA Signature Page to MA Contract]
4846-5201-2050.6
EXHIBIT A
SCOPE OF SERVICES
MUNICIPAL ADVISOR CONTRACT
The Municipal Advisor will provide all or a portion of the below services as
requested by the District:
A. Strategic Services
1. Project financial feasibility analysis
(a) Evaluate assumptions for feasibility analysis as provided by
developer and engineer and conduct qualitative analysis of
subjective inputs to feasibility/debt structure discussion.
(b) At request of developer, attorney or engineer,meet with city/county
planning officials to assist in negotiation on behalf of the District to
determine scope and timing of infrastructure improvements to be
installed.
(c) Conduct build-out analysis to analyze impact of scope and timing of
improvements, quality and timing of reimbursables and to project
timing and volume of bond issuance.
(d) Conduct cash flow analysis based on proposed cost of public
improvements taking into account anticipated special assessments
to be levied and projected general obligation costs to determine the
Bond Fund levy necessary to cash flow the debt of the District given
reasonable assumptions.
(e) Advise District, engineer and attorney as to the aggregate principal
amount of construction fund warrants to be issued and timing of
issuance based on build-out of the District.
(I) Advise District as to optimal, financing structure regarding
installation of public improvements.
2. Identify funding options and recommend best choice given current market
conditions.
3. Assist District in negotiating initial warrant and bond financing
commitment with purchaser.
4. Provide the District with an impact analysis on public improvement cost
overruns which are in excess of original estimates; including the impact
such excess costs will have on cash flow, debt issuance, budget and Bond
and General Fund levies.
5. Annual budget analysis and recommendations
4846-5201-2050.6
(a) Conduct annual budget cash flow analysis and, upon consultation
with attorney, accountant, engineer, developer and District,
recommend Bond Fund and General Fund tax levies.
(b) Make recommendations for cash management, and adjustment to
financing plan/debt structure to best suit pace of development and
current market conditions.
6. Receive and assist District's evaluation of proposals from purchasers in
connection with the District's debt issuance, including at the direction of
the District, soliciting responses to a request for interest from potential
purchasers.
7. Assist District with preparation of Purchase Agreement, including an
Investor Letter if necessary.
8. Assist the District in the selection of a paying agent and other finance team
members as needed. Assist District in determining the best firms to meet
the needs of the District, and assist in determining final terms, conditions
and fees.
9. Assist in the selection and designation of Bond Counsel and Disclosure
Counsel on behalf of the District. The fees of the professionals shall be paid
by the District in the form of fee warrants or cash.
10. Conduct ongoing analysis of the outstanding debt of the District and
identify opportunities to optimize structure and rates.
(a) Meet with the District to establish timing parameters for a particular
financing and identify financing needs and issues.
(b) Notify the District of potential refunding opportunities, identifying
specific full or partial issues that may qualify to be refunded based
on current or forecasted market conditions.
(c) Attend meetings of the District, as requested and respond to the
District's general or specific inquiries regarding its debt.
B. Transaction-Related Services
1. Assist District and attorney in addressing resident concerns related to
proposed project and related financing.
(a) Develop a detailed strategy to highlight key credit strengths and
address areas of concern. Assist in the preparation of a thorough
credit presentation.
(b) Attend District Court hearings for new money issuance of general
obligation bonds and provide expert testimony, as required.
A-11
4846-5201-2050.6
2. Advise District regarding the method of sale for particular transactions,
taking into account market conditions and other factors.
(a) Discuss potential financing structures with the District and
determine the best approach given the District's goals.
(b) Conduct analysis and size bond transaction appropriately for tax-
exempt issuance compliance, and determine if a taxable issue is
necessary or appropriate.
(c) Advise on the general timing of the sale of bonds and/or warrants,
taking into consideration major economic indicators, competing
large bond sales that may impact the District's pricing, changing
economic conditions, length of approval processes, and District
scheduling concerns.
(d) Assist District in review and preparation of various deal documents
with Bond Counsel, Disclosure Counsel, and other professionals
with respect to debt instruments.
3. Initial Disclosure
(a) Work with Disclosure Counsel in the preparation of warrant
Offering Circular,including coordinating updates from District, and
deliver to purchaser in appropriate format.
(b) Prepare an "Addendum" to the Warrant Offering Circular and
deliver to the purchaser in appropriate format when new debt is
issued.
4. Warrant Issuance
(a) Review meeting minutes and resolutions specific to warrants issued.
(b) Coordinate preparation of Internal Revenue Service form 8038
(c) Package warrants and meeting minutes for review by Bond Counsel
and act as point of contact between District and Bond Counsel to
address any deficiencies that need to be addressed to acquire tax-
exempt legal opinion.
(d) Coordinate the registration of warrants with County Treasurer.
(e) Coordinate endorsement of warrants by payees.
(f) Coordinate purchase of warrants by purchaser and payment to
contractors.
5. Bond structuring and issuance
(a) Prepare plan of finance and related transaction timetable.
A-12
4846-5201-2050.6
(b) Model the debt using assumptions specific to the District and the
current market environment, advising on appropriate terms and
conditions, including structure, maturity schedule and redemption
provisions.
(c) Review the final Offering Document and all legal documents to
ensure accuracy and completeness and assist with the execution of
all bond documents and provide assistance as necessary with the
closing process. Work with Bond Counsel to ensure all regulatory
documentation is filed and assist in the closing process as needed.
(d) Coordinate with Bond Counsel to prepare the authorizing resolution
and other documents. Review all draft financing documents. Work
with the District and Disclosure Counsel in preparation of the
Offering Document.
(e) Structure debt issuances in manner complying with applicable
Nebraska State statutory requirements, Internal Revenue Service
(IRS) code, and United States Securities Exchange Commission
(SEC)regulations and rules.
(f) Independently verify payoff amounts on bonds to be redeemed or
provide calculation of net escrow funding requirement, coordinate
selection of escrow agent and recommend appropriate investments
for escrowed proceeds, all in connection with refunding bond issues.
(g) Prepare and present final analysis packet specific to transaction to
the District.
(h) Prepare and coordinate with Bond Counsel the filing requirements
of the District regarding tax-exempt debt, including filing Internal
Revenue Service for Form 8038 filings with the IRS.
(i) Coordinate closing activities between District, and other involved
parties (Registrar and Paying Agent, Bond Counsel, purchaser,
Disclosure Counsel, Depository Trust Company, etc.) and address
any unforeseen issues that come up prior to settlement to ensure
timely closing.
6. Third Party Interactions
(a) Help District find qualified purchasers in marketplace and advise
District as to which purchaser is the best fit for the specific needs of
the transaction.
(b) Consult with purchaser to determine the marketability of various
alternatives and structures given current market conditions.
A-13
4846-5201-2050.6
(c) Present to and assist District in evaluating costs, interest rates, fees
and specific terms .
(d) Explain to the District the risks associated with transaction as
disclosed in the G-23 & G-17 letters received from the purchaser
and acknowledge receipt and understanding on behalf of the
District.
(e) Assist District with understanding bond pricing and marketing
approaches, including advice regarding retail and institutional sales,
and analysis of comparable deals in the marketplace.
(f) Conduct a pre-pricing discussion to update the District on market
conditions leading into the pricing period. Hold a pricing call with
the purchaser and the District, present comparable issue pricing to
the purchaser as a basis for negotiation, and react and respond to
last-minute pricing issues.
C. Post-Issuance Services
1. Assist District in preparing and submitting continuing disclosures related to
financial information, including compiling updated data and assisting
Dissemination Agent with ongoing disclosure obligations of the District
pursuant to SEC Rule 15c2-12 under the Securities Exchange Act of 1934,
as amended,as applicable. Such information shall include annual operating
data, annual audit and material event filings.
2. Research and advise the District concerning aspects of tax exemption and
arbitrage on outstanding debt in cooperation with Bond Counsel, District
Accountant and District Attorney, including helping coordinate post
issuance compliance obligations of the District.
3. Manage SID fund balances.
(a) Track Bond Fund and General Fund balances.
(b) Provide investment direction to County Treasurer concerning Bond
Fund and General Fund balances.
(c) Coordinate redemption of general fund and construction fund
warrants with cash from the Bond Fund or General Fund, as
necessary.
4. Review minutes of District meetings.
5. Coordinate annual interest payment of construction fund warrants
6. Scan all District minutes received from District into electronic format and
maintain archive.
A-14
4846-5201-2050.6
7. Scan all warrant legal opinions from Bond Counsel into electronic format
and maintain archive.
8. Maintain database of outstanding warrant debt to generate reports by payee,
registration dates, maturity date and have the ability to calculate principal
and interest payments.
9. Coordinate the periodic reconciliation of District warrant debt with
Registrar and Paying Agent and County Treasurer.
10. Track District development by performing periodic site visits and keeping
a journalized entry system containing house counts and other significant
development events.
11. Track outstanding bond debt to identify and present refunding opportunities
to the District.
12. Restructuring and Bankruptcy Services (Chapter 9).
(a) Restructure debt with complex credit structures.
(b) Conduct credit analysis.
(c) Work with District and bankruptcy court and attorneys to assist in
drafting of documents (plan of adjustment, disclosure statement,
etc.)
(d) Assist District with execution of Plan of Adjustment confirmed by
the Bankruptcy Court.
A-15
4846-5201-2050.6
EXHIBIT B
FEES
MUNICIPAL ADVISOR CONTRACT
Under the terms of this Contract, the Municipal Advisor agrees to perform the Scope of
Services described in this Contract. The District agrees, in accordance with the limitations and
conditions set forth in the Contract,to compensate the Municipal Advisor as follows:
1. Strategic Services and Post-Issuance Services. For providing Strategic
Services and Post-Issuance Services, the Municipal Advisor shall receive a fixed annual
fee equal to:
One tenth of one percent(0.10%) of the taxable valuation of the District as
set by the County Assessor as of January 1 of each year, not to exceed
$35,000 /per annum. Once the Construction Fund Warrants are fully
redeemed but prior to the General Fund operating on a cash basis,the annual
fee shall drop to six one hundredths of one percent (0.06%) of the taxable
valuation of the District as set by the County Assessor as of January 1 of
each year. After the District's construction debt is completely redeemed
and the General Fund is on a cash basis, the annual fee structure shall
convert to a flat fee of$10,500 /per annum.
2. Transaction-Related Services. For providing Transaction-Related
Services related to the issuance,refinancing or restructuring of any bonds,warrants or other
obligations of the District, the Municipal Advisor shall receive a consultant fee for
structuring as follows:
(a) Warrants. In connection with the issuance of general fund warrants
and/or construction fund warrants, a fee payable in warrants at the time of such
issuance equal to 2.50 % of the principal amount of the warrants issued.
(b) General Obligation Bonds. In connection with the issuance of
general obligation bonds, a fee equal to 4.00% of the principal amount of such
bonds. Such fee shall be paid in warrants at the time of the closing of the bonds.
(c) General Obligation Refunding Bonds. In connection with the
issuance of general obligation refunding bonds, a fee equal to 3.00% of the
principal amount of such bonds.
(d) Other Obligations. In connection with the District's incurrence of
other indebtedness, the District and the Municipal Advisor shall negotiate a
reasonable fee upon terms acceptable to both parties.
4846-5201-2050.6
EXHIBIT C
DISCLOSURE REGARDING MUNICIPAL ADVISOR CONFLICTS OF INTEREST
This exhibit is provided under Municipal Securities Rulemaking Board ("MSRB") Rule
G-42(the"Rule") and MRSB Rule, G-10, in connection with the Contract for Municipal Advisor
Services, dated August 9th, 2022 (the "Agreement") between Bluestem Capital Partners, Inc.
("Municipal Advisor") and Sanitary and Improvement District No. 627 of Douglas County,
Nebraska (the "District"). This Exhibit C to the Agreement will serve as written documentation
required under the Rule of certain specific terms, disclosures and other items of information
relating to the municipal advisory relationship as of the date the Agreement is executed.
1. Scope of Services
a. Limitations on Scope of Services. The Scope of Services set forth in Exhibit A to
the Agreement (the "Scope of Services") is subject to such limitations as may be
provided in the Agreement.
b. IRvIA Status. If District has designated Municipal Advisor as its independent
registered municipal advisor ("IRMA") for purposes of SEC Rule 15Ba1-
1(d)(3)(vi) (the "IRMA exemption"), the Scope of Services is not deemed to be
expanded to include all actual or potential issuances of municipal securities or
municipal financial products merely because Municipal Advisor,as IRMA,reviews
a third-party recommendation relating to a particular actual or potential issuance of
municipal securities or municipal financial product not otherwise considered within
the Scope of Services. Municipal Advisor is not responsible for verifying that it is
independent (within the meaning of the IRMA exemption as interpreted by the
SEC) from another party wishing to rely on the exemption from the definition of
municipal advisor afforded under the IRMA exemption. Municipal Advisor
requests that District provide to it,for review, any written representation of District
contemplated under SEC Rule 15Bal-1(d)(3)(vi)(B) that references Municipal
Advisor, its personnel and its role as IRMA. In addition, Municipal Advisor
requests that District not represent, publicly or to any specific person, that
Municipal Advisor is District's IRMA with respect to any aspect of municipal
financial products or the issuance of municipal securities, or with respect to any
specific municipal financial product or any specific issuance of municipal
securities, outside the Scope of Services without first discussing such
representation with Municipal Advisor.
2. Municipal Advisor's Regulatory Duties When Servicing District. The Rule requires that
Municipal Advisor make a reasonable inquiry as to the facts that are relevant to District's
determination whether to proceed with a course of action or that form the basis for any advice
provided by Municipal Advisor to District. The rule also requires that Municipal Advisor
undertake a reasonable investigation to determine that it is not basing any recommendation on
materially inaccurate or incomplete information. Municipal Advisor is also required under the
rule to use reasonable diligence to know the essential facts about District and the authority of each
person acting on District's behalf.
4846-5201-2050.6
Accordingly, Municipal Advisor will seek District's assistance and cooperation, and the
assistance and cooperation of District's agents, with the carrying out by Municipal Advisor of
these regulatory duties, including providing to Municipal Advisor accurate and complete
information and reasonable access to relevant documents,other information and personnel needed
to fulfill such duties. In addition, to the extent District seeks to have Municipal Advisor provide
advice with regard to any recommendation made by a third party,Municipal Advisor requests that
District provide to Municipal Advisor written direction to do so as well as any information it has
received from such third party relating to its recommendation.
3. Term. The term of Municipal Advisor's engagement as municipal advisor and the terms on which
the engagement may be terminated are as provided in the Agreement.
4. Compensation. The form and basis of compensation for Municipal Advisor's services as
municipal advisor are as provided in the Agreement.
5. Required Disclosures. The Rule requires that Municipal Advisor provide you with the following
disclosures of material conflicts of interest and of information regarding certain legal events and
disciplinary history.
a. Disclosures of Conflicts of Interest. The Rule requires that municipal advisors
provide to their clients disclosures relating to any actual or potential material
conflicts of interest, including certain categories of potential conflicts of interest
identified in the Rule, if applicable. If no such material conflicts of interest are
known to exist based on the exercise of reasonable diligence by the municipal
advisor, municipal advisors are required to provide a written statement to that
effect. Accordingly, Municipal Advisor makes the following disclosures with
respect to material conflicts of interest in connection with the Scope of Services
under the Agreement, together with explanations of how Municipal Advisor
addresses or intends to manage or mitigate each conflict.
b. Mitigating Facts. To that end, with respect to all of the conflicts disclosed below,
Municipal Advisor mitigates such conflicts through its adherence to its fiduciary
duty to District, which includes a duty of loyalty to District in performing all
municipal advisory activities for District. This duty of loyalty obligates Municipal
Advisor to deal honestly and with the utmost good faith with District and to act in
District's best interests without regard to Municipal Advisor's financial or other
interests. In addition, the success and profitability of Municipal Advisor is not
dependent on maximizing short-term revenue generated from individualized
recommendations to its clients but instead is dependent on long-term profitability
built on a foundation of integrity, quality of service and strict adherence to its
fiduciary duty. Furthermore,Municipal Advisor's municipal advisory supervisory
structure, leveraging our long-standing and comprehensive broker-dealer
supervisory processes and practices, provides strong safeguards against individual
representatives of Municipal Advisor potentially departing from their regulatory
duties due to personal interests.
c. Disclosure of Conflicts Specific to District.
C-18
4846-5201-2050.6
i. Compensation-Based Conflicts. A portion of the fees due under the
Agreement will be based on the size of the offering and the payment of such
fees shall be contingent upon the delivery of the debt. While this form of
compensation is customary in the municipal securities market, this may
present a conflict because it could create an incentive for Municipal Advisor
to recommend unnecessary financings or financings that are
disadvantageous to District, or to advise District to increase the size of the
offering. This conflict of interest is mitigated by the general mitigations
described above in subsection (b). Additionally, a portion of the fees due
under the Agreement are in a fixed amount established at the outset of the
Agreement. The amount is usually based upon an analysis by District and
Municipal Advisor of, among other things, the expected duration and
complexity of the transaction and the Scope of Services to be performed by
Municipal Advisor. This form of compensation presents a potential conflict
of interest because, if the transaction requires more work than originally
contemplated, Municipal Advisor may suffer a loss. Thus, Municipal
Advisor may recommend less time-consuming alternatives, or fail to do a
thorough analysis of alternatives. This conflict of interest is mitigated by
the general mitigations described above in subsection(b).
ii. Other Municipal Advisor or Underwriting Relationships. Municipal
Advisor serves a wide variety of other clients that may from time to time
have interests that could have a direct or indirect impact on the interests of
District. For example, Municipal Advisor serves as municipal advisor to
other municipal advisory clients and, in such cases, owes a regulatory duty
to such other clients just as it does to District under the Agreement. These
other clients may, from time to time and depending on the specific
circumstances, have competing interests, such as accessing the new issue
market with the most advantageous timing and with limited competition at
the time of the offering. In acting in the interests of its various clients,
Municipal Advisor could potentially face a conflict of interest arising from
these competing client interests. None of these other engagements or
relationships would impair Municipal Advisor's ability to fulfill its
regulatory duties to District. This conflict of interest is mitigated by the
general mitigations described above in subsection(b).
iii. Related Disclosure Relevant to District. While we do not believe that the
following create(s) a conflict of interest on the part of Municipal Advisor,
we note that Municipal Advisor has possibly made a contribution to a
charitable organization at the request of personnel of District or an
associated person of the Municipal Advisor (or a family member of the
Municipal Advisor) might serve as an officer, employee or official of
District. District may wish to consider any impact such circumstances may
have on how it conducts its activities with Municipal Advisor under the
Agreement.
d. Disclosures of Information Regarding Legal Events and Disciplinary History. The
Rule requires that municipal advisors provide to their clients certain disclosures of
C-19
4846-5201-2050.6
legal or disciplinary events material to its evaluation of the municipal advisor or
the integrity of the municipal advisor's management or advisory personnel.
Accordingly, Municipal Advisor sets out below required disclosures and related
information in connection with such disclosures.
i. Material Legal or Disciplinary Event. There are no legal or disciplinary
events that are material to District's evaluation of Municipal Advisor or the
integrity of Municipal Advisor's management or advisory personnel
disclosed, or that should be disclosed,on any Form MA or Form MA-I filed
with the SEC.
ii. How to Access Form MA and Form MA-I Filings. Municipal Advisor's
most recent Form MA and each most recent Form MA-I filed with the SEC
are available on the SEC's EDGAR system at http://www.sec.gov/cgi-
bin/browse edgar?action=getcompany&CIK=0000935377. The SEC
permits certain items of information required on Form MA or MA-I to be
provided by reference to such required information already filed by
Municipal Advisor in its capacity as a broker-dealer on Form BD or Form
U4 or as an investment adviser on Form ADV, as applicable. Information
provided by Municipal Advisor on Form BD or Form U4 is publicly
accessible through reports generated by BrokerCheck at
http://brokercheck.finra.org, and Municipal Advisor's most recent Form
ADV is publicly accessible at the Investment Adviser Public Disclosure
website at http://www.adviserinfo.sec.gov. For purposes of accessing such
BrokerCheck reports or Form ADV, Municipal Advisor's CRD number is
37789.
iii. Most Recent Change in Legal or Disciplinary Event Disclosure. Municipal
Advisor has not made any material legal or disciplinary event disclosures
on Form MA or any Form MA-I filed with the SEC.
iv. Ownership of Warrants. Municipal Advisor may occasionally own and
hold construction and general fund warrants of the District as payment for
services it provides.
6. MSRB Rule G-10. Municipal Advisor is required by the Municipal Securities Rulemaking
Board Amended Rule G-10 which became effective on October 13, 2017, to annually
provide in writing to District the following information:
a. Bluestem Capital Partners, Inc. is a registered Municipal Advisor with the U.S.
Securities and Exchange Commission as well as the Municipal Securities
Rulemaking Board;
b. The website address of the Municipal Securities Rulemaking Board is
www.msrb.org; and
c.On the Municipal Securities Rulemaking Board's website is an investor
brochure that is available to District which described the protections that may
be provided by the Municipal Securities Rulemaking Board's rules and also
the procedure to file a complaint with an appropriate regulatory authority.
C-20
4846-5201-2050.6
PAYING AGENT AND REGISTRAR AGREEMENT FOR WARRANTS
THIS PAYING AGENT AND REGISTRAR AGREEMENT FOR WARRANTS (this
"Agreement") made and entered into as of August 96', 2022 by and between SANITARY AND
IMPROVEMENT DISTRICT NO. 627 OF DOUGLAS COUNTY,NEBRASKA(the"District")
and SID SERVICES, LLC, as Paying Agent and Registrar(the"Agent").
WITNESSEH:
'WHEREAS,the District, from time to time,will issue short term debt of the District in the
form of construction fund warrants ("Construction Fund Warrants") and/or general fund
warrants ("General Fund Warrants" and together with the Construction Fund Warrants, the
"Warrants"),which will accrue interest until they are called for redemption or mature and require
the services of a paying agent and registrar for said Warrants; and
WHEREAS,the Agent is willing to provide services as paying agent and registrar pursuant
to the terms of this Agreement in consideration of the compensation described in this Agreement;
NOW THEREFORE, in consideration of the foregoing premises and the mutual promises
and covenants hereinafter set forth, District and Agent agree as follows:
1. Supersedes. The District hereby designates the Agent as the registrar and paying
agent for all the Warrants and determines that this Agreement shall replace and supersede any prior
such paying agent and registrar agreement to which it is party or which the District previously
executed,which agreement or agreements if any, have been duly cancelled or terminated.
2. Agency Capacity. The Agent hereby accepts the designation as such registrar and
paying agent with such duties as are provided for herein. The Agent will continuously act in an
agency capacity for purposes of the Nebraska Trust Company Act and will not engage in fiduciary
activities. The Agent may arrange custodial services to be provided by a third-party bank (the
"Custodian") but will not provide such services itself. These custodial services by the Custodian
will consist of the holding and safekeeping of the Warrants and the payment of principal and
interest on the Warrants at the direction of the Agent.
3. Delivery. The District agrees that it shall deliver all Warrants to the Agent in such
a manner, in such a.form and bearing such signatures as the Agent shall reasonably require.
4. Recordkeeping. The District and the Agent agree that the Agent shall maintain
such books and records as are deemed reasonably necessary by the Agent to record the ownership
of the Warrants and to record any payments of principal of or interest on the Warrants and that the
Agent shall have no duty to and shall not be required to invest any funds delivered or transferred
to the Agent under and in accordance with this Agreement.
5. Ownership. The District and the Agent may treat the person in whose name any
Warrant is registered on the books and records of the Agent as the absolute owner of such Warrant
for the purpose of making payment thereof and for all other purposes and neither the District nor
the Agent shall be bound by any notice or knowledge to the contrary,whether such Warrant shall
be overdue or not. All payments of or on account of interest to any registered owner of any Warrant
1
4815-5803-1805.6
and all payments of or on account of principal to the registered owner of any Warrant shall be valid
and effectual and shall be a discharge of the District and the Agent, in respect to the liability upon
the Warrant or claim for interest, as the case may be, to the extent of the sum or sums paid.
6. Transfer. Any Warrant may be transferred at the principal office of the Agent by
surrender of such Warrant for transfer, accompanied by a written instrument of transfer, in form
satisfactory to the Agent, duly executed by the registered owner of record in person or by his duly
authorized agent, and thereupon the Agent will authenticate and deliver at the office of the Agent
(or send by certified mail to the owner thereof), in the name of the transferee or transferees, the
registered Warrant with the same interest rate,principal amount and maturity, dated so there shall
result no gain or loss of interest as a result of such transfer. As a condition of any registration or
transfer,the Agent may at its option require the payment of a sum sufficient to reimburse it or the
District for any tax or other governmental charge that may be imposed thereon,but no fee shall be
charged for any such registration or transfer. The Agent shall not be required (a) to transfer or
register Warrants (i) from the fifteenth day of the month next preceding any interest payment date
that falls on the first day of a month or (ii) from the first day of the month in which occurs an
interest payment date that falls on the fifteenth day of such month, until such interest payment
date, (b)to register or transfer any Warrants for a period of 5 days next preceding any selection of
Warrants for redemption or for a period of 5 days thereafter.
7. Surrender. Transfer of the Warrants shall be registered, pursuant to the
limitations, prescribed in Section 6, upon surrender to the Agent of any outstanding Warrant
accompanied by an assignment for transfer in such manner and form as the Agent may require and
by such assurances as the Agent shall deem necessary or appropriate to evidence the genuineness
and effectiveness of each necessary signature and,if deemed appropriate by the Agent,satisfactory
evidence of compliance with all applicable laws relating to the collection of taxes. In registering
transfer of the Warrants, the Agent may rely upon the Uniform Commercial Code or any other
statutes which in the opinion of counsel protect the Agent and the District in not requiring complete
documentation, in registering Warrants without inquiry into adverse claims, in delaying
registration for purposes of such inquiry, or in refusing registration where in Agent's judgment an
adverse claim, requires such refusal.
8. Payment. The Agent shall pay, or direct payment of, the principal of and interest
on the Warrants of the District, but only to the extent that the District and only when the District
shall have delivered or transferred to the Custodian sufficient sums for the payment of said
principal or interest. Any direction for payment that.the Agent provides to the Custodian for
payment will occur only after the Agent receives corresponding direction to make payment for an
Authorized Representative of the District. An Authorized Representative of the District means(1)
any municipal advisor retained by the District; (2) and counsel retained by the District and (3) at
the written direction of the District's board of trustees. The District agrees and hereby directs that
the County Treasurer of the above referred-to County in Nebraska, as ex officio treasurer of the
District, is hereby authorized and directed to pay, from time to time,to the Agent or the Custodian
from funds of the District, such amount of money as the Agent shall certify in writing to said
County Treasurer as shall be needed for payment of principal or interest on the Warrants of the
District, such Certificate of the Agent to show the amounts needed for payment of principal or
interest on Warrants drawn (i) on the General Fund or (ii) on the Construction Fund, the date on
which such amount is due and the date when such transfer shall be made by the County Treasurer
2
4815-5803-1805.6 .
to the Agent or Custodian, such certification to be made by the Agent to the County Treasurer for
each transfer of funds requested by the Agent. It is further agreed by the District, that this
Agreement shall constitute a continuing authorization by the District for the County Treasurer to
make transfers to the Agent as provided above. The Agent shall have no duties with respect to the
investment of moneys under this Agreement otherwise agreed between the Agent and the District.
9. Public Records. As provided by law, the records of ownership maintained by the
Agent shall not be deemed public records and shall be available for inspection solely pursuant to
a court order or a subpoena of any governmental agency having jurisdiction to issue such subpoena.
10. Reliance. At any time the Agent may apply to the District for instructions and may
consult with the District's attorney or the Agent's own counsel in respect to any matter arising in
connection with its duties under this Agreement and the Agent shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such instructions or with the
opinion of such counsel. The Agent may rely on any paper or document reasonably believed by it
to be genuine and to have been signed by the proper person or persons.
11. Compensation. The Agent shall receive a fee of$1,000 for its services provided
in each fiscal year of the District (for each fund associated with Construction Fund Warrants and
General Fund Warrants, respectively), in accordance with this Agreement. In addition,the Agent
will receive reimbursement for any expenses reasonably incurred by the Agent in connection with
the performance of its duties hereunder, including counsel fees. Special and extraordinary services
may be billed based on time and effort. This agreement shall automatically terminate if the District
is annexed, or when all outstanding Warrants have been paid in full and the District converts to a
cash basis and reasonably expects to remain on a cash basis. In the event of an annexation, the
annual fee of the Agent will be immediately due and payable for such year in which annexation
occurs.
12. Removal. The Agent may be removed at any time, either with or without cause,
by a written instrument signed by the District and delivered to the Agent. In such event the District
shall have the right to designate a successor and the Agent hereby agrees that it shall turn over all
its records with respect to the Warrants to any such successor upon request by the District.
Alternatively, the Agent may resign as Agent for the Warrants and terminate this Agreement by
written notice delivered to the District at least 60 days prior to the resignation and termination date.
The Agent agrees in such event that it shall turn over all its books and records with respect to the
Warrants to any successor upon written request by the District. If the District is unable to find a
replacement agent upon resignation by the Agent, the Agent will continue to provide services
hereunder for an additional 30 days after the conclusion of the 60 day notice period set forth above,
so long as the District is seeking in good faith to find a successor agent.
13. Merger. If otherwise qualified under the laws of the State of Nebraska, any
corporation or association into which the Agent may be converted or merged,or with which it may
be consolidated,or to which it may sell or transfer its business and assets as a whole or substantially
as a whole, or any corporation or association resulting from any such conversion, sale, merger,
consolidation or transfer to which it is a party, shall, ipso facto, be and become successor Agent
hereunder and vested with all of the powers, discretions, immunities, privileges and all other
matters as was its predecessor, without the execution or filing of any instruments or any further
3
4815-5803-1805.6
act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
14. Severable. If any one or more of the covenants or agreements to be performed by
either of the parties to this Agreement shall be determined by a court of competent jurisdiction to
be unenforceable,such covenant or agreement shall be deemed and construed to be severable from
the remaining covenants and agreements contained herein and shall in no way affect the validity
of the remaining provisions of this Agreement.
15. Counterparts. This Agreement may be executed in several counterparts,all or any
of which shall be regarded for all purposes as one original and shall constitute and be but one and
the same instrument.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nebraska.
17. Electronic Notice. The Agent agrees to accept and act upon Electronic Notice of
written instructions and/or directions pursuant to this Agreement. "Electronic Notice" means
delivery of notice in a Word format or a Portable Document Format (PDF) by electronic mail to
the electronic mail addresses listed below; provided, that if a sender receives notice that the
electronic mail is undeliverable,notice must be sent as by mail. If the party sending the Electronic
Notice elects to give the Agent e-mail or facsimile instructions (or instructions by a similar
electronic method), the Agent's understanding of such instructions shall be deemed controlling.
The Agent shall not be liable for any losses, costs, or expenses arising directly or indirectly from
the Agent's reliance upon and compliance with such instructions notwithstanding that such
instructions conflict or are inconsistent with a subsequent written instruction. The District, a
municipal advisor, or the District's counsel or any other party sending such Electronic Notice
pursuant to this Agreement agrees to assume all risks arising out of the use of such electronic
methods to submit instructions and directions to the Agent, including without limitation the risk
of the Agent acting on unauthorized instructions, and the risk of interception and misuse by third
parties.
Agent Email Address: lhanke@sidsvcs.com
District Email Address: bbeller@fjjblaw.com
18. Annual Report. At least annually, the Agent shall give a report to the District
accounting for all funds received and disbursements made. The Agent shall maintain customary
records in connection with the exercise of its duties under this Agreement.
19. Liability. In no event shall the Agent be liable for incidental, indirect, special,
consequential, or punitive damages or penalties (including but not limited to lost profits), even if
the Agent has been advised of the likelihood of such damages or penalties and regardless of the
form of action.
20. Modification. This Agreement contains the entire agreement of the parties. No
representations were made or relied upon by either party other than those that are expressly set
forth herein. No agent, employee or other representative of either party is empowered to alter any
4
4815-5803-1805.6
of the terms hereof unless done in writing and signed by an authorized officer of the respective
parties.
21. Indemnity. The Agent shall indemnify and hold harmless the District from all
claims occasioned by any act or omission of the Agent in connection with this Agreement. Such
indemnity shall survive this Agreement.
[Signature Pages to Follow]
5
4815-5803-1805.6
IN WITNESS WHEROF,the parties hereto have each caused this Paying Agent and Registrar
Agreement to be executed by their duly authorized officers and attested as of the date first above
written.
SANITARY AND IMPR VEMENT DISTRICT
NO. 627 OF DOUGLAS C TY,NEBRASKA
By:
Chair
[District Signature Page to Paying Agent Agreement]
4815-5803-1805.6
SID SERVICES, LLC
Paying Agent and Registrar
By:
Authorized Officer
[Agent Signature Page to Paying Agent Agreement]
4815-5803-1805.6
DISSEMINATION AGENT AGREEMENT
This Dissemination Agent Agreement (the "Agreement") is executed and delivered by Sanitary and
Improvement District No. 627 of Douglas County, Nebraska (the "Issuer") and SID Services, LLC, as
dissemination agent (the"Dissemination Agent"), in connection with the outstanding debt obligations as
listed in Exhibit A(the"Indebtedness").
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed
and delivered by the Issuer and the Dissemination Agent for the benefit of the Bondholders/Warrant holders
(including any beneficial owners thereof when the bonds are held in a book-entry system) of the
Indebtedness.
Section 2. Duties, Immunities and Liabilities of the Dissemination Agent. The Dissemination
Agent shall, on behalf of the Issuer and at the written direction of the Issuer or its agent, make the filings
with the Municipal Securities Rulemaking Board ("MSRB"), through the Electronic Municipal Market
Access ("EMMA") centralized online system, necessary to comply with the Issuer's undertakings in
relation to the Indebtedness(collectively,the"Undertakings"). The Undertakings are hereby incorporated
by reference into this Agreement as if set forth herein. The Issuer agrees to indemnify and save the
Dissemination Agent, its officers, directors,employees and agents, harmless against any loss,expense and
liabilities which it may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of
liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. Not
later than three(3)Business Days prior to the date for providing any notice reports or other information to
the MSRB pursuant to the Undertakings, the Issuer shall provide such reports or other information to the
Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of
any notice or report prepared by the Issuer pursuant to this Agreement. The Dissemination Agent shall not
be responsible for compliance with any rule or regulation of the MSRB or the Issuer, and the sole duty of
the Dissemination Agent hereunder shall be to file with the MSRB such reports or other notices as may be
delivered to it by the Issuer hereunder pursuant to the written direction of the Issuer or its agent.
Section 3. Termination of Reporting Obligations. The Issuer's obligations under this Agreement
shall terminate immediately once all of the Indebtedness is no longer outstanding by reason of legal
defeasance,redemption,or payment at maturity thereof. This Agreement,or any provision hereof,shall be
null and void in the event that the Issuer obtains an opinion of nationally recognized bond counsel to the
effect that those portions of the 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")which require the Undertakings,
are invalid, have been repealed retroactively or otherwise do not apply to the Indebtedness; provided that
the Issuer shall have provided notice of such delivery and the cancellation of the Undertakings to the MSRB.
The Dissemination Agent may resign hereunder by giving thirty(30)days' written notice to the Issuer.
Section 4. Beneficiaries. This Agreement shall inure solely to the benefit of the Issuer,
Dissemination Agent,and the Bondholders/Warrant holders(including any beneficial owners thereof when
the Bonds are held in a book-entry system)from time to time of the Indebtedness,and shall create no rights
in any other person or entity.
Section 5. Compensation. The Issuer hereby agrees to compensate the Dissemination Agent for
the services provided and the expenses incurred pursuant to this Agreement,in the amount of$300 annually
(see Fee Schedule attached as Exhibit B).
4838-3321-5241.2
Section 6. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Nebraska.
Section 7. Counterparts. This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument. The transactions
described herein may be conducted and related documents may be sent and stored by electronic means.
SID Services, LLC, as Dissemination Agent
By:
Authorized Officer
SID No.627 of Douglas County,NE
By:
Autho ized Si r
Dated:
4838-3321-5241.2
EXHIBIT A
OUTSTANDING DEBT OBLIGATIONS
4838-3321-5241.2
EXHIBIT B
FEE SCHEDULE—DISSEMINATION AGENT
DISSEMINATION AGENT FEE
$300 (annual fee)
As Dissemination Agent, SID Services, LLC (the "Agent") will disclose the required
documentation under the Rule to the MSRB via the Electronic Municipal Market Access
(EMMA) system. The Issuer will provide the information required in the Undertakings
to the Agent,through the Municipal Advisor as appropriate. The Dissemination Agent will
not be responsible for compiling any of the information required under the Rule.
Fees are subject to terms and conditions of the Agreement between SID Services,LLC and
Issuer as described herein.
4838-3321-5241.2
KUTAKROCK Kutak Rock LLP
The Omaha Building,1650 Farnam Street,Omaha,NE 68102-2103
office 402.346.6000
Joshua P.Meyer
joshua.meyer@kutakrock.com
August 9, 2022
Sanitary and Improvement District No. 627 of Douglas County,Nebraska
do Fullenkamp Jobeun Johnson&Beller LLP
11440 West Center Road, Suite C
Omaha,Nebraska 68144
Attention: Brent Beller, Esq.
Bluestem Capital Partners, as Municipal Advisor to the District
Omaha,Nebraska
Sanitary and Improvement District No.627
of Douglas County,Nebraska
(Westbrook Hills)
Construction Fund Warrants
Ladies and Gentlemen:
On behalf of Kutak Rock LLP ("Kutak Rock"), thank you for the opportunity to serve as
bond counsel to Sanitary and Improvement District No. 627 of Douglas County (the "District")
with respect to the above-captioned construction fund warrants (the "Warrants"). Pursuant to
your request, this letter sets forth our understanding as to the limited scope of our representation
of the District and the fees and expenses to be charged to the District for our legal work.
In our role as Bond Counsel, Kutak Rock expects to perform the following duties: (1)
subject to the completion of proceedings to our satisfaction, specifically the minutes of the District
approving the issuance of the Warrants, render our legal opinion(the"Bond Opinion")regarding
the validity and binding effect of the Warrants, and the excludability of interest on the Warrants
from gross income for federal and Nebraska income tax purposes, (2) prepare and/or review
documents, certificates and opinions necessary or appropriate to the authorization, issuance and
delivery of the Warrants and the delivery of the Bond Opinion,and(3)review legal issues relating
to the structure of the Warrants.
The Bond Opinion will be based on facts and law existing as of its date. In rendering our
Bond Opinion, we will rely upon the certified proceedings and other certifications of public
officials and other persons furnished to us without undertaking to verify the same by independent
investigation, and we will assume continuing compliance by the District with applicable laws
relating to the Warrants, including the excludability of interest thereon. During the course of this
engagement, we will rely on you to provide us with complete and timely information on all
4895-1107-8445.1
KUTAKROCK
August 9,2022
Page 2
developments pertaining to any aspect of the Warrants, including,but not limited to, their validity,
enforceability and security.
The District shall pay Kutak Rock upon the issuance by the District of its general obligation
bonds to redeem said Warrants and presentment of a statement for fees and expenses by Kutak
Rock to the District. The total fees and expenses for Kutak Rock will be $2.00 per every $1,000
of principal amount of Warrants issued by the District for which Kutak Rock provides a Bond
Opinion. The District will pay such fees and expenses of Kutak Rock from funds of the District,
including the issuance of additional Warrants.
Our services are limited as set forth herein and would not include representation in any
legal action challenging the validity of the transaction contemplated by this letter. If we are
required or requested to perform any additional or extraordinary services not contemplated in this
letter (e.g., delivery of extraordinary legal opinions, etc.), we would request additional
compensation for such additional services performed,the amount of which would be subject to the
approval of the District. No such additional compensation would be payable unless specifically
authorized by you in writing.
If the fee arrangement set forth above is satisfactory to you, please execute the enclosed
copy of this letter and return it to me for our files. Please do not hesitate to contact me with any
questions you may have.
Ve truly
o ua P. ye
Enclosure
Approved as of the to first written above:
By:
N e:
Title: r•{_lf_ g .t
4895-1107-8445.1
EXHIBIT A
REMEDIAL ACTION RULE WRITTEN PROCEDURES UNDER
SECTION 141 OF THE CODE AND SECTION 1.141-12 OF THE REGULATIONS
The purpose of this Exhibit is to set forth certain written procedures that may be required to be
taken by Sanitary and Improvement District No. 627 of Douglas County in the State of Nebraska (the
"District") with regard to the issuance by the District of its Construction Fund Warrants (the
"Construction Fund Warrants").
The maintenance of the status of the Construction Fund Warrants as tax-exempt obligations of the
District for purposes of federal tax law depends upon the District's compliance with the requirements set
forth in the Internal Revenue Code of 1986 and in the proceedings approving the issuance of the
Construction Fund Warrants.
Written Procedures Regarding Remedial Action.
If the District takes any Deliberate Action subsequent to the issuance of the Construction Fund
Warrants, then the District will consult with nationally recognized Bond Counsel regarding permissible
Remedial Actions that may be taken to remediate the effect of any such Deliberate Action upon the
federal tax status of the Construction Fund Warrants.
(a) Conditions to Availability of Remedial Actions. Unless Bond Counsel shall advise the
District otherwise,none of the Remedial Actions described in this Exhibit shall be available to the District
to remediate the effect of any Deliberate Action with respect to.the Construction Fund Warrants unless
the following conditions have been satisfied:
(i) The District, as of the date the Construction Fund Warrants were issued, did not
expect to satisfy either the Private Business Tests or the Private Loan Financing Test of Section
141 of the Code and the Regulations thereunder for the entire term of the Construction Fund
Warrants;
(ii) The average maturity of the Construction Fund Warrants does not, as of the date
the Construction Fund Warrants were issued, exceed 120% of the average economic life of the
project financed by the Construction Fund Warrants(the"Project");
(iii) Unless otherwise excepted under the Regulations, the District shall deliver a
certificate, instrument or other written records satisfactory to Bond Counsel demonstrating that
the terms of the arrangement pursuant to which the Deliberate Action is taken is bona fide and
arm's length, and that the nongovernmental person using the Project as a result of the relevant
Deliberate Action will pay fair market value for the use thereof;
(iv) Any disposition must be made at fair market value and any Disposition Proceeds
actually or constructively received by the District as a result of the Deliberate Action must be
treated as Gross Proceeds of the Construction Fund Warrants and may not be invested in
obligations bearing a yield in excess of the Bond Yield subsequent to the date of the Deliberate
Action; and
(v) Proceeds of the Construction Fund Warrants affected by the Remedial Action
must have been allocated to Expenditures for the Project before the date on which the Deliberate
Action occurs.
4830-8536-5030.1
Remedial Actions may include the following types of actions and are subject generally to the
below conditions. Please note that these procedures apply where the relevant obligations are all maturing
or callable within ten and one-half years (10.5)of their date of issuance.
(b) Types of Remedial Action. Subject to the condition precedent that the District obtain an
opinion of Bond Counsel prior to the taking of any of the below actions to the effect that taking any of the
below actions will not result in interest on the Construction Fund Warrants becoming included in gross
income for federal income tax purposes, the following types of Remedial Actions may be available to
remediate a Deliberate Action subsequent to the issuance of the Construction Fund Warrants:
(i) Redemption or Defeasance of Construction Fund Warrants.
(A) If the Deliberate Action taken by the District causing either the Private
Business Use Test or the Private Loan Financing Test to be satisfied consists of a fair
market value disposition of any portion of the Project exclusively for cash, then the
District may allocate the Disposition Proceeds to the redemption of Nonqualified Bonds
pro rata across all of the then-outstanding maturities of the Construction Fund Warrants
at the earliest call date of such maturities of the Construction Fund Warrants after the
taking of the Deliberate Action or, if any of the maturities of the Construction Fund
Warrants outstanding at the time of the taking of the Deliberate Action are not callable
within 90 days of the date of the Deliberate Action, allocate the Disposition Proceeds to
the establishment of a Defeasance Escrow for any such maturities of the Construction
Fund Warrants within 90 days of the taking of such Deliberate Action.
(B) If the Deliberate Action taken by the District consists of a fair market
value disposition of any portion of the Project for other than exclusively cash, then the
District may use any funds (other than Proceeds of the Construction Fund Warrants or
proceeds of any obligation the interest on which is excludable from the gross income of
the holders thereof for purposes of federal income taxation) for the redemption of all
Nonqualified Bonds within 90 days of the date that the District takes such Deliberate
Action or, in the event that insufficient maturities of the Construction Fund Warrants are
callable by the date which is within 90 days after the date of the Deliberate Action, then
the District may use such funds for the establishment of a Defeasance Escrow within 90
days of the date of the Deliberate Action for all of the maturities of the Nonqualified
Bonds not callable within 90 days of the date of the Deliberate Action.
(C) If the District creates a Defeasance Escrow for any maturities of
Nonqualified Bonds which are not callable within 90 days of the date of the Deliberate
Action, the District shall provide written notice to the Commissioner of Internal Revenue
Service at the times and places as may be specified by applicable regulations, rulings or
other guidance issued by the Department of the Treasury or the Internal Revenue Service.
(ii) Alternative Use of Disposition Proceeds. Use by the District of any Disposition
Proceeds in accordance with the following requirements may be treated as a Remedial Action
with respect to the Construction Fund Warrants if taken in conjunction with the opinion of Bond
Counsel:
(A) the Deliberate Action consists of a disposition of all or any portion of the
Project for not less than the fair market value thereof for cash;
A-2
4830-8536-5030.1
(B) the District reasonably expects to expend the Disposition Proceeds
resulting from the Deliberate Action within two years of the date of the Deliberate
Action;
(C) the Disposition Proceeds are treated by the District as Proceeds of the
Construction Fund Warrants for purposes of Section 141 of the Code and the Regulations
thereunder, and the use of the Disposition Proceeds in the manner in which such
Disposition Proceeds are in fact so used by the District would not cause the Disposition
Proceeds to satisfy the Private Activity Bond Tests;
(D) the District does not take action after the date of the Deliberate Action to
cause the Private Activity Bond Tests to be satisfied with respect to the Construction
Fund Warrants,the Project or the Disposition Proceeds(other than any such use that may
be permitted in accordance with the Regulations);
(E) Disposition Proceeds used in a manner that satisfies the Private Activity
Bond Tests or which are not expended within two years of the date of the Deliberate
Action must be used to redeem or defease Nonqualified Bonds in accordance with the
requirements set forth in Section(b)(i)hereof; and
(F) In the event that Disposition Proceeds are to be used by any organization
described in Section 501(c)(3) of the Code, the District will consult with Bond Counsel
as to any additional requirements which may be applicable.
(iii) Alternative Use of Project Financed or Refinanced by the Construction Fund
Warrants. If the District has obtained the opinion of Bond Counsel and,subsequent to the District
taking any Deliberate Action with respect to all or any portion of the Project:
(A) the portion of the Project subject to the Deliberate Action is used for a
purpose that would be permitted for qualified tax-exempt bonds;
(B) the disposition of the portion of the Project subject to the Deliberate
Action is not financed by a person acquiring the Project with proceeds of any obligation
the interest on which is exempt from the gross income of the holders thereof under
Section 103 of the Code for purposes of federal income taxation; and
(C) any Disposition Proceeds other than those arising from an agreement to
provide services (including Disposition Proceeds arising from an installment sale)
resulting from the Deliberate Action are used to pay the debt service on the Construction
Fund Warrants on the next available payment date or, within 90 days of receipt thereof,
are deposited into an escrow that is restricted as to the investment thereof to the Bond
Yield to pay debt service on the Construction Fund Warrants on the next available
payment date;
then the District may be considered to have taken sufficient Remedial Actions under Section
1.141-12 of the Regulations to cause the Construction Fund Warrants to continue to be treated as
a qualified tax-exempt bond.
(c) Absent an opinion of Bond Counsel, no Remedial Actions shall be available to remediate
the satisfaction of the "private security or payment test" of Section 141(b) of the Code and the
Regulations thereunder regarding the same with respect to the Construction Fund Warrants.
A-3
4830-8536-5030.I
(d) Nothing herein shall prohibit the District from taking any Remedial Actions not described
herein that may become available subsequent to the date of issue of the Construction Fund Warrants to
remediate the effect of a Deliberate Action taken with respect to the Construction Fund Warrants, the
proceeds thereof, or the Project.
Additional Defined Terms
For purposes of this Exhibit,the following terms shall have the following meanings:
"Commissioner"means the Commissioner of Internal Revenue, including any successor person or
body.
"Defeasance Escrow" means an irrevocable escrow established to redeem obligations on their
earliest call date in an amount that, together with investment earnings thereon, is sufficient to pay all the
principal of, and interest and call premium on, obligations from the date the escrow is established to the
earliest call date. A Defeasance Escrow may not be invested in higher yielding investments or in any
investment under which the obligor is a user of the Proceeds of the obligations.
"Deliberate Action" means any action, occurrence or omission by the District that is within the
control of the District which causes either (1)the private business use test of Section 141(b) of the Code
to be satisfied with respect to the Construction Fund Warrants, the Project (without regard to the private
security or payment test of Section 141(b) of the Code),or (2) the private loan financing test of Section
141(c) of the Code to be satisfied with respect to the Construction Fund Warrants or the proceeds thereof.
An action, occurrence or omission is not a Deliberate Action if(1) the action, occurrence or omission
would be treated as an involuntary or compulsory conversion under Section 1033 of the Code, or (2) the
action, occurrence or omission is in response to a regulatory directive made by the government of the
United States.
"Disposition Proceeds"means any amounts (including property, such as an agreement to provide
services) derived from the sale, exchange or other disposition of property (other than Investments)
financed with the proceeds of the Construction Fund Warrants.
"Nonqual(fled Bonds" means that portion of the Construction Fund Warrants outstanding at the
time of a Deliberate Action in an amount that, if the outstanding Construction Fund Warrants were issued
on the date on which the Deliberate Action occurs, the outstanding Construction Fund Warrants would
not satisfy the Private Business Use Test or the Private Loan Financing Test, as applicable. For this
purpose, the amount of private business use is the greatest percentage of private business use in any one-
year period commencing with the Deliberate Action.
"Private Activity Bond Tests" means, collectively, the Private Business Use Test, the private
security or payment test of Section 141(b)(2)of the Code and the Regulations thereunder, and the Private
Loan Financing Test.
"Private Business Use Test'has the meaning set forth in Section 141(b)(1)of the Code.
"Private Loan Financing Test"has the meaning set forth in Section 141(c)of the Code.
"Remedial Action" means any of the applicable actions described in Section (b) hereof, or such
other actions as may be prescribed from time to time by the Department of the Treasury or the Internal
Revenue Service, which generally have the effect of rectifying noncompliance by the District with certain
provisions of Section 141 of the Code and the Regulations thereunder and are undertaken by the District
to maintain the federal tax status of the Construction Fund Warrants as qualified tax-exempt obligation.
A-4
4830-8536-5030.1
EXHIBIT B
POST-ISSUANCE TAX COMPLIANCE PROCEDURES
General
In connection with the issuance of any tax-exempt obligations, including bonds and/or warrants
of Sanitary and Improvement District No. 627 of Douglas County, Nebraska(the "District"), the District
will enter into a tax certificate (the "Tax Certificate") that describes the requirements and provisions of
the Internal Revenue Code of 1986 that must be followed in order to maintain the tax exempt status of
interest on such obligations. In addition, the Tax Certificate will contain the reasonable expectations of
the District at the time of issuance of the related obligations with respect to the use of the gross proceeds
of such obligations and the assets to be financed or refinanced with the proceeds thereof. These
Procedures supplement and support the covenants and representations made by the District in the Tax
Certificate related to specific issues of tax-exempt obligation. In order to comply with the covenants and
representations set forth in the authorizing documents and in the Tax Certificate, the District tracks and
monitors the actual use of the proceeds of the related obligations, the investment and expenditure of the
proceeds thereof and the assets financed or refinanced with the proceeds of such obligations over the life
of the related obligations
Designation of Responsible Person
The Chair of the District shall maintain an inventory of obligations and assets financed which
contains the pertinent data to satisfy the District's monitoring responsibilities. Any transfer, sale or other
disposition of tax-exempt financed assets must be reviewed and approved by the Chair of the District.
Post-Issuance Compliance Requirements
External Advisors/Documentation
The District shall consult with bond counsel and other legal counsel and advisors, as needed,
throughout the issuance process to identify requirements and to establish procedures necessary or
appropriate so that the tax-exempt obligations will continue to qualify for tax-exempt status. Those
requirements and procedures shall be documented in the Tax Certificate and/or other documents finalized
at or before issuance of the obligations. Those requirements and procedures shall include future
compliance with applicable arbitrage rebate requirements and all other applicable post-issuance
requirements of federal tax law throughout(and in some cases beyond)the term of the obligations.
The District also shall consult with bond counsel and other legal counsel and advisors, as needed,
following issuance of the tax-exempt obligations to ensure that all applicable post-issuance requirements
in fact are met. This shall include, without limitation, consultation in connection with future contracts
with respect to the use of tax-exempt financed or refinanced assets.
The District shall train and employ or otherwise engage expert advisors (a "Rebate Analyst") to
assist in the calculation of arbitrage rebate payable in respect of the investment of proceeds of tax-exempt
obligation, unless the Tax Certificate documents that arbitrage rebate will not be applicable to an issue of
such obligations.
Unless otherwise provided by the resolution or other authorizing documents relating to the tax-
exempt obligations,unexpended proceeds shall be held in a segregated account by a paying agent,and the
District and its advisors shall manage the investment of proceeds. The District shall prepare(or cause the
paying agent to prepare) regular, periodic statements regarding the investments and transactions involving
proceeds of tax-exempt obligations.
4830-8536-5030.1
Arbitrage Rebate and Yield
Unless the Tax Certificate documents that arbitrage rebate will not be applicable to an issue of tax-
exempt obligations,the District shall be responsible for:
• engaging the services of a Rebate Analyst and, prior to each rebate calculation date, causing the
paying agent or other account holder to deliver periodic statements concerning the investment of
proceeds to the Rebate Analyst;
• providing to the Rebate Analyst additional documents and information reasonably requested by
the Rebate Analyst;
• monitoring efforts of the Rebate Analyst;
• assuring payment of required rebate amounts, if any, no later than 60 days after each 5-year
anniversary of the issue date of the tax-exempt obligation, and no later than 60 days after the last
maturity of each issue is redeemed;
• during the construction period of each capital project financed in whole or in part by tax-exempt
obligations, monitoring the investment and expenditure of proceeds and consulting with the
Rebate Analyst to determine compliance with any applicable exceptions from the arbitrage rebate
requirements during each 6-month spending period up to 6 months, 18 months or 24 months, as
applicable,following the issue date of the tax-exempt obligation; and
• retaining copies of all arbitrage reports and account statements as described below under"Record
Keeping Requirements."
The District, in the Tax Certificate and/or other documents finalized at or before the issuance of the
tax-exempt obligations, has agreed to undertake the tasks listed above (unless the Tax Certificate
documents that arbitrage rebate will not be applicable to an issue of tax-exempt obligations).
Use of Proceeds and Tax-Exempt Financed or Refinanced Assets:
The District shall be responsible for:
• monitoring the use of proceeds of tax-exempt obligations and the use of assets financed or
refinanced with such proceeds (e.g., facilities, furnishings or equipment) throughout the term of
the tax-exempt obligations to ensure compliance with covenants and restrictions set forth in the
Tax Certificate;
• maintaining records identifying the assets or portion of assets that are financed or refinanced with
proceeds of the tax-exempt obligations, including a final allocation of proceeds as described
below under"Record Keeping Requirements;"
• consulting with bond counsel and other legal counsel and advisors in the review of any contracts
or arrangements involving use of assets financed or refinanced with tax-exempt proceeds to
ensure compliance with all covenants and restrictions set forth in the Tax Certificate;
• maintaining records for any contracts or arrangements involving the use of assets financed or
refinanced with the proceeds of tax-exempt obligations as described below under "Record
Keeping Requirements;"
• conferring at least annually with personnel responsible for assets financed or refinanced assets
B-2
4830-8536-5030.1
with the proceeds of tax-exempt obligations to identify and discuss any existing or planned use of
such assets,to ensure that those uses are consistent with all covenants and restrictions set forth in
the Tax Certificate; and
• to the extent that the District discovers that any applicable tax restrictions regarding use of tax-
exempt obligation proceeds and assets financed or refinanced with such proceeds will or may be
violated, consulting promptly with bond counsel and other legal counsel and advisors to
determine a course of action to remediate all nonqualified bonds, if such counsel advises that a
remedial action is necessary.
The District, in the Tax Certificate and/or other documents finalized at or before the issuance of
the tax-exempt obligations,has agreed to undertake the tasks listed above.
All relevant records and contracts shall be maintained as described below.
Record Keeping Requirement
The District shall be responsible for maintaining the following documents for the term of each
issue of tax-exempt obligations(including refunding bonds,if any)plus at least three years:
• a copy of the closing transcript(s) and other relevant documentation delivered to the District at or
in connection with closing of the issue of tax-exempt obligations, including any elections made
by the District in connection therewith;
• a copy of all material documents relating to capital expenditures financed or refinanced by tax-
exempt proceeds, including(without limitation)construction contracts, purchase orders,invoices,
paying agent requisitions and payment records, draw requests for proceeds and evidence as to the
amount and date for each draw down of proceeds, as well as documents relating to costs paid or
reimbursed with proceeds and records identifying the assets or portion of assets that are financed
or refinanced with proceeds, including a final allocation of proceeds;
• a copy of all contracts and arrangements involving the use of assets financed or refinanced with
the proceeds of tax-exempt obligations;
• copies of all paying agent statements and reports, including arbitrage reports, prepared with
respect to District tax-exempt obligations; and
• a copy of all records of investments, investment agreements, arbitrage reports and underlying
documents, including trustee statements or paying agent statements, in connection with any
investment agreements, and copies of all bidding documents, if any
B-3
4830-8536-5030.1
CONTRACT FOR ENGINEERING SERVICES
THIS CONTRACT FOR ENGINEERING SERVICES (the "AGREEMENT") is made and
entered into by and between Sanitary and Improvement District No. 627 of Douglas County,
Nebraska (the "District") and E &A Consulting Group, Inc., 10909 Mill Valley Road, Suite 100,
Omaha, Nebraska (the "Engineer").
WITNESSETH THAT:
WHEREAS, the District desires to engage the Engineer to render professional engineering and
land surveying services to provide preliminary studies, preliminary estimates of costs, preparation of
plans and specifications, advice in connection with award of contracts, furnishing observation &
staking during construction, and preparing assessment schedules and plats, all as detailed
hereinafter in connection with improvements for the development of Westbrook Hills, a subdivision
located in Douglas County, Nebraska, E&A Project#P2021.054.001.
WHEREAS, the District plans to take all necessary legal steps for the District to be able to
finance the construction of improvements and all related costs in accordance with the Engineer's
plans and specifications.
NOW, THEREFORE, in consideration of these facts, the parties hereto agree as follows:
ARTICLE I: SCOPE OF SERVICES
For a consideration to be paid by the District as hereinafter set forth, the Engineer agrees to
perform the following services in connection with the construction of improvements in Sanitary and
Improvement District No. 627, Douglas County, Nebraska.
1. Preliminary Services
The Preliminary Services include review of existing conditions at the construction site,
determination of approximate location and size of existing utility lines, perform preliminary
engineering surveys to obtain basic predesign data for the design of improvements,
prepare the District boundary survey and consultation with the District to determine the
design standards that are most suitable for the improvement to be constructed and
evaluation of design criteria to establish design standards suitable for the improvements to
be constructed.
2. Design Services
The Design Services include making the computations, designs, detailed working drawings,
specifications and documents required for receiving bids, awarding construction contracts
and documents used by contractors during the construction of the project.
a. Engineer will prepare forms for contract documents including proposals,
advertisements, construction contracts and performance bonds as required, all
subject to approval of the District's legal counsel.
b. District will be furnished two (2) complete sets of plans and specifications for work to
be advertised for construction contracts. Plans and specifications will be furnished to
Page 1/9 Revised 2022-04-11
E&A CONSULTING GROUP,INC.
Engineering Answers
governmental units and utility organizations for review and approval as required.
Extra sets of plans and specifications requested by other interested parties will be
furnished by the Engineer at its reproduction cost thereof.
c. Engineer will assist the District in securing construction bids for the improvement
projects, and assist at the bid opening and letting.
d. Engineer will tabulate and analyze construction bids and provide advice and
assistance to the District in award of construction contracts.
3. Construction Management and Construction Staking Services
These services consist of general engineering & land surveying services provided during
the construction in the form of general engineering guidance, periodic review of the
construction to observe the work for general conformance with the plans and specifications,
and periodic review of construction progress and computation of project costs. These
services include:
a. Establishing horizontal and vertical control from which construction staking may be
accomplished.
b. Assisting in the interpretation of plans and specifications.
c. Coordinate the work of testing laboratories in connection with test borings,
subsurface explorations and laboratory tests of construction materials as required,
but the Engineer in no way assumes responsibility for the services,performed by
said personnel and/or laboratories. All reports from such testing laboratories shall
be received by the Engineer, and such information shall be interpreted for use in
preparation of final design of improvements and/or determination of acceptability of
various phases of the progress during the construction period. Actual cost of work
done by testing laboratories will be paid for by the District.
d. Reviewing shop drawings and related data of the contractors and manufacturers, if
required.
e. Reviewing and processing contractors' periodic payment requests.
f. Consulting with and advising the District or its representatives during construction.
g. Make recommendations to the District relating to acceptance of the construction
work.
h. Regular, periodic observation of the work for substantial compliance with the plans
and specifications
i. Keeping a record or log of the contractors' construction activities including notations
on the nature and costs of any extra work, field changes or change orders during
construction.
j. Provide field layout of all improvements at the location and grade shown on the
plans.
4. Water, Gas and Power Installation Coordination
Services include coordinating the installation of water, gas and underground power, i.e.
preparing the applications and supporting data, contract review and processing, scheduling
and seeing that the site is properly prepared for utility construction. Services also include
staking hydrant locations for water and staking lot corners (one-time only) for power
installation.
Pe9e 2/B Revised 2022-04-11
E RA CONSULTING GROUP,INC.
Engineering Answers
5. Record Drawings
Provides for quantity and measurement determinations, for necessary field surveys and for
preparation of drawings reflecting as-staked locations and elevations of improvements as
required by any government agency and/or the District.
6. Assessments
Provides for performing assessment-related computations, for assisting the District in
determining the special assessment amounts and for preparing the necessary assessment
plat and schedule.
7. Special Studies & Services Beyond this Scope of Services
This item includes studies or work items that are beyond the basic scope of design,
necessary to provide data relating to the feasibility, scope, configuration or location of the
improvements that may be necessary to establish design criteria. Examples of specialized
studies include traffic impact analyses, speed studies, alternative route studies, wetland
delineations, mitigation studies for wetlands or waters of the US situations, Nationwide 404
permits that are greater than 0.10 Acre in area, 404 permits that are not Nationwide
permits, right-of-way or easement legal description preparation, right-of-way or easement
acquisition services and other special studies necessary for the design of a project.
8. District Maintenance
Provides for investigating resident complaints, maintenance of the District's infrastructure,
specific projects at the request of the Board and similar services until the annexation of the
District.
ARTICLE II: PAYMENT
1. Preliminary Services
The District agrees to pay the Engineer a lump sum fee of$58,000 for Preliminary
Services. The preliminary fees are itemized as follows:
• Sanitary Sewer- $16,000
• Paving - $15,000
• Storm Sewer- $16,500
• Water- $5,500
• Power - $5,000
The above fees shall become due and payable to the Engineer in accordance
with the following schedule:
Initial Resolution of Necessity 50%
Recordation of the Final Plat 50%
2. Design Services
The District hereby agrees to pay the Engineer for the engineering design services in
accordance with the following fee schedule:
Page 3/9 Revised 2022-04-11
E&A CONSULTING GROUP,INC.
Engineering Answers
A. SANITARY SEWERS
This includes design of all interior collection sewers, lateral sewers, outfall sewers,
lift stations and force mains if required for the project. Fees shall be computed as a
percentage of the total construction costs as follows:
Total Construction Costs % Fee
Less than $50,000 14.0%
$50,000 to $100,000 12.5%
$100,000 to $300,000 10.5%
$300,000 to $500,000 9.5%
$500,000 to $750,000 8.5%
$750,000 to $1,000,000 8.0%
Over$1,000,000 7.5%
The above fees shall become due and payable to the Engineer in accordance with
the following schedule:
Final Plans and Specifications Completed 85%
Construction Contract Awarded 10%
Completion of Construction 5%
B. PAVING
This includes design of interior paving for the project and may include related items
such as signage, sidewalks and ADA improvements. Fees shall be computed as a
percentage of the total construction costs as follows:
Total Construction Costs % Fee
Less than $50,000 14.0%
$50,000 to $100,000 12.5%
$100,000 to $300,000 10.5%
$300,000 to $500,000 9.5%
$500,000 to $750,000 8.5%
$750,000 to $1,000,000 8.0%
Over$1,000,000 7.5%
The above fees shall become due and payable to the Engineer in accordance with
the following schedule:
Final Plans and Specifications Completed 85%
Construction Contract Awarded 10%
Completion of Construction 5%
C. EXTERIOR ROADWAY
This includes the design of roadways, storm sewers, traffic signals, sidewalks, etc., if
any, exterior to the project. Payment for such work shall be defined in the Interlocal
Cooperation Agreement.
Page 4/9 Revised 2022-04-11
E&A CONSULTING GROUP,INC.
Engineering Answers
D. STORM SEWER
This includes design of main storm sewers, culverts, discharge controls, inlets,
connecting lines for the project. This also includes design of the Post Construction
Stormwater Management Plan. This section would also include the design of
stormwater basin removal or modification plans that are paid for by the District from
the Construction Fund of the District. Fees shall be computed as a percentage of
the total construction costs as follows:
Total Construction Costs % Fee
Less than $50,000 15.0%
$50,000 to $100,000 14.0%
$100,000 to $300,000 12.0%
$300,000 to $500,000 10.0%
$500,000 to $750,000 9.0%
$750,000 to $1,000,000 8.5%
Over$1,000,000 8.0%
The above fees shall become due and payable to the Engineer in accordance with
the following schedule:
Final Plans and Specifications Completed 85%
Construction Contract Awarded 10%
Completion of Construction 5%
E. TRAIL & PARK IMPROVEMENTS
This includes design of park improvements and trail improvements if required for the
project for fees computed as a percentage of the total construction costs as follows:
Total Construction Costs % Fee
Less than $50,000 14.0%
$50,000 to $100,000 12.5%
$100,000 to $300,000 10.5%
$300,000 to $500,000 9.5%
$500,000 to $750,000 8.5%
$750,000 to $1,000,000 8.0%
Over$1,000,000 7.5%
The above fees shall become due and payable to the Engineer in accordance with
the following schedule:
Final Plans and Specifications Completed 85%
Construction Contract Awarded 10%
Completion of Construction 5%
3. Construction Management & Construction Staking Services
The District hereby agrees to pay the Engineer for the construction management &
construction staking services in accordance with the following fee schedule:
Page 5/9 Revised 2022-04-11
E&A CONSULTING GROUP,INC.
Engineering Answers
SANITARY SEWER, STORM SEWER, PAVING &TRAIUPARKS — Fees for construction
management and construction staking for these items of work shall be computed as a
percentage of the total construction costs as follows:
Total Construction Costs % Fee
Less than $50,000 14.0%
$50,000 to $100,000 12.5%
$100,000 to $300,000 10.5%
$300,000 to $500,000 9.5%
$500,000 to $750,000 8.5%
$750,000 to $1,000,000 8.0%
Over$1,000,000 7.5%
EXTERIOR ROADWAY
Fees, if any, for construction management and construction staking for this item of work
shall be defined in the Interlocal Cooperation Agreement.
The above fees shall become due and payable to the Engineer in accordance with the
following schedule:
Monthly Billings Proportional to the % of Construction Completed
4. Water, Power & Gas Coordination
The District hereby agrees to pay the Engineer for the water, power& gas coordination
services in accordance with the following fee schedule:
A. Interior& Exterior Water and Gas
The fee for coordination of contracts and staking for interior and exterior water
systems to be constructed by the Metropolitan Utilities District shall be 4.0% of the
MUD contract amount including Pioneer Main fee reimbursement.
The above fee will become due and payable to the Engineer in accordance with the
following schedule:
MUD Contract Executed 50%
Water& Gas Installation Substantially Complete 50%
B. Power
The fee for coordination of contracts and staking lot corners one time for
underground power be constructed by the Omaha Public Power District shall be
9.0% of the OPPD contract amount. Re-staking will be billed hourly.
The above fee will become due and payable to the Engineer in accordance with the
following schedule:
OPPD Contract Executed 25%
Power Installation Substantially Complete 75%
Page 6/9 Revised 2022-04-11
E&A CONSULTING GROUP,INC.
Engineering Answers
5. Record Drawings
A lump sum fee of$9,500 to draft, assemble and submit record drawings of public
improvements to the approving municipality for each segment of construction plans and
each phase of the subdivision (for example, sanitary sewer section I, paving and storm
sewer section II, etc.).
6. Assessments
A lump sum fee of$9,950 to compute and certify assessments for each phase of the
subdivision.
7. Special Studies and Services that are Beyond this Scope of Services
This work shall be paid for on an hourly basis.
8. District Maintenance
This work shall be paid for on an hourly basis.
Page 7/9 - Revised 2022-04-11
E&A CONSULTING GROUP,INC.
Engineering Answers
ARTICLE III: ADDITIONAL PROVISIONS
1. Engineer may bill the District for direct reimbursable expenses with a five percent mark-up
for costs directly related to the project including, but not limited to, permit fees, recording
fees and reproduction fees. Mileage and cell phone fees are included in the lump sum
percentage fees.
2. The Engineer hereby agrees to comply with all federal, state and local laws, rules and
ordinances applicable to the work under this Agreement.
3. The Engineer hereby agrees to use a federal immigration verification system to determine
the work eligibility status of new employees physically performing services within the State
of Nebraska. A federal immigration verification system means the electronic verification of
the work authorization program authorized by the Illegal Immigration Reform and Immigrant
Responsibility Act of 1996, 8 U.S.C. 1324a, known as the E-Verify Program.
4. The Engineer hereby agrees to affix the seal of a registered professional engineer
employed by it and licensed to practice in the State of Nebraska on all Plans and
Specifications prepared hereunder.
5. The Engineer is authorized to construct and erect at Engineer's cost on-site sign(s) no
larger than 4' x 8' which identifies the Engineer as the party providing professional services
for this project. The location and number of such sign(s) shall be determined by the
Engineer and the District.
6. The Engineer agrees to pay to all persons, firms or corporations having contracts directly
with Engineer or with subcontractors of the Engineer, all just claims due them for the
payment of all material and equipment furnished, and for the payment of material and
equipment rental which is actually used or rented in the performance of this Agreement.
7. Appendix A (Terms and Conditions) and Appendix B (Insurance Requirements) are
attached to and made part of this Agreement. In the event of any conflict between the
provisions of this Agreement and the Terms and Conditions, the provisions in this
Agreement shall control.
8. All work paid for on an hourly basis will be.billed at the Engineer's current hourly rates
which are attached as Appendix C. Hourly rates are reviewed annually, effective Jan 1st,
to identify wage adjustments and other increases in operating expenses. If hourly work
under this agreement continues into periods where adjustments to the Schedule of Hourly
Rates have been made, the new Schedule of Hourly Rates will be in effect.
9. This Agreement may be executed in any number of counterpart originals, each of which,
when taken together, shall be deemed to be one and the same instrument.
Page 9/9 Revised 2022-04-11
E&A CONSULTING GROUP,INC.
Engineering Answers
IN WITNESS WHEREOF, the parties hereto have executed this contract this
day of , 2022.
District Engineer
Sanitary and Improvement District E &A Consulting Group, Inc.
No. 627 of Douglas County, Nebraska 10909 Mill Valley Road, Suite 100
Omaha, NE 68154
Title: Ch.t man, Bol of Trulk -s Title: Project Manager
Name: Ryan Schwarz Name: Jeff LaMontagne
Acknowledgement Acknowledgement
State of Nebraska State of Nebraska
s.s. s.s.
County of Douglas County of Douglas
The foregoing instrument was acknowledged The foregoing instrument was acknowledged
before me this day before me this day
of , 2022 of , 2022
by Ryan Schwarz, Chairman of Sanitary and by Jeff LaMontagne, Project Manager,
Improvement District No. 627 of Douglas County, of E &A Consulting Group, Inc., a Nebraska
Nebraska, a Nebraska political subdivision. corporation, on behalf of the corporation.
Signature of Notary Public Signature of Notary Public
Page 9/9 Revised 2022-04-11
E&A CONSULTING GROUP,INC.
Engineering Answers
eon
E&A CONSULTING GROUP,INC.
Engineering Answers - 10909 MIII Valley Road,Suite 100 •Omaha,NE 68154-3950
P 402.895.4700•F 402.895.3599
www.eacg.com
July 12, 2022
Chairman and Board of Trustees
SID No. 627, Douglas County, NE
Mr. Brent Beller, Attorney
11440 West Center Road
Omaha, NE 68144
RE: INFORMATION FOR RESOLUTION OF NECESSITY
WESTBROOK HILLS, SID 627, DOUGLAS COUNTY, NE
SANITARY SEWER- SECTION I
E &A#P2021.054.001
Mr. Beller and Board Members,
Below is the description and location of an improvement designated as SANITARY SEWER -
SECTION Ito be built and constructed within SID 627, Douglas County, or within dedicated easements
acquired by SID 627, Douglas County, Nebraska.
The outer boundaries of the area, which may become subject to Special Assessments for said
improvement, are proposed to be the same as the outer boundaries of SID 627.
SANITARY SEWER -SECTION I
The work to be performed in this improvement shall consist of the installation of 6", 8", 10" and 12"
internal diameter PVC sanitary sewer pipe, and including other approved materials together with
manholes, structures, necessary appurtenances and other items of work incidental and necessary for
a completed project.
All of the improvements are to be located in dedicated public right-of-way or dedicated public
easements. Note that street names are from the preliminary plat.
A. Construct 8-inch internal diameter sanitary sewer pipe in the following locations:
1. Street 1 from a proposed manhole in Street 1 located 50 feet, more or less, east of the
northeast property corner of Lot 31; thence southerly a distance of 271 feet, more or less, to
a proposed manhole at the intersection of Street 2 and Street 1 located 53 feet, more or less,
southeast of the southeast property corner of Lot 25.
\1
t��`lG '� Gp e
C
Information For Resolution Of Necessity
SID 627—Douglas County
Sanitary Sewer—Section I
July 12, 2022
Page 2 of 6
2. Street 2 from a proposed manhole on the centerline of Street 2 located 25 feet, more or less,
south of the southeast property corner of Lot 47; thence southeasterly a distance of 97 feet,
more or less, to a proposed manhole on the centerline of Street 2 located 25 feet, more or
less, southwest of the southwest property corner of Lot 50; thence southeasterly a distance
of 205 feet, more or less, to a proposed manhole on the centerline of Street 2 located 25 feet,
more or less, northeast of the southeast property corner of Lot 21; thence southeasterly a
distance of 102 feet, more or less,to a proposed manhole on the centerline of Street 2 located
73 feet, more or less, southwest of the southwest property corner of Lot 55; thence easterly 3;3
a distance of 318 feet, more or less, to a proposed manhole on the centerline of Street 2
located 25 feet, more or less, south of the southeast property corner of Lot 59;thence easterly
a distance of 235 feet, more or less, to a proposed manhole at the intersection of Street 2 and
Street 4 located 27 feet, more or less, northwest of the northeast property corner of Lot 10;
thence easterly a distance of 240 feet, more or less, to a proposed manhole on the centerline
of Street 2 located 25 feet, more or less, north of the northeast property corner of Lot 5; thence
easterly a distance of 247 feet, more or less, to a proposed manhole at the intersection of
Street 2 and Street 1 located 55 feet, more or less, northeast of the northeast corner of Lot 1.
3. Street 3 from a proposed manhole on the centerline of Street 3 located 25 feet, more or less,
northeast of the northeast property corner of Lot 102; thence southeasterly a distance of 260
feet, more or less, to a proposed manhole on the centerline of Street 3 located 25 feet, more
or less, northeast of the northeast property corner of Lot 97; thence southeasterly a distance
of 285 feet, more or less, to a proposed manhole at the intersection of Street 3 and Street 4
located 43 feet, more or less,northeast of the northeast property corner of Lot 92.
4. Street 4 from a proposed manhole on the centerline of Street 4 located 25 feet, more or less,
west of the northwest property corner of Lot 36;thence northerly a distance of 98 feet, more
or less, to a proposed manhole located at the intersection of Street 4 and Street 7 located 49
feet, more or less, northwest of the northwest property corner of Lot 37; thence northeasterly
a distance of 136 feet, more or less, to a proposed manhole at the intersection of Street 4 and
Street 3 located 42 feet, more or less, east of the northeast property corner of Lot 92; thence
northeasterly a distance of 309 feet, more or less, to a proposed manhole at the intersection
of Street 4 and Street 6 located 28 feet, more or less, west of northwest property corner of Lot
45; thence northeasterly a distance of 105 feet, more or less, to a proposed manhole on the
centerline of Street 4 located 25 feet, more or less, south of the southeast property corner of
Lot 121; thence easterly a distance of 86 feet, more or less, to a proposed manhole on the
centerline of Street 4 located 25 feet, more or less, south of the southeast property corner of
Lot 119; thence easterly with a 12" sanitary sewer pipe a distance of 99 feet, more or less,
to a proposed manhole located 51 feet, more or less, southeast of the southeast property
corner of Lot 118.
E&A CONSULTING GROUP,INC.
Engineering Answers -
Information For Resolution Of Necessity
SID 627—Douglas County
Sanitary Sewer—Section I
July 12, 2022
Page 3 of 6
5. Street 5 from a proposed manhole at the intersection of Street 8 and Street 5 located 45 feet,
more or less, southwest of the southwest property corner of Lot 166; thence easterly a
distance of 157 feet, more or less, to a proposed manhole on the centerline of Street 5 located
25 feet, more or less, southwest of the southeast property corner of Lot 164; thence
southeasterly a distance of 341 feet, more or less, to a proposed manhole on centerline of
Street 5 located 36 feet, more or less, east of the northeast property corner of Lot 173; thence
southeasterly a distance of 163 feet, more or less, to a proposed manhole at the intersection
of Street 5 and Street 7 located 28 feet south of the southeast property corner of Lot 154;
thence southeasterly a distance of 186 feet, more or less, to a proposed manhole on the
centerline of Street 5 located 25 feet, more or less, south of the southeast property corner of
Lot 150; thence southeasterly a distance of 66 feet, more or less, to a proposed manhole in
Street 5 located 50 feet, more or less, southwest of the southwest property corner of Lot 148.
6. Street 6 from a proposed manhole at the intersection of Street 7 and Street 6 located 44 feet,
more or less, southwest of the southwest property corner of Lot 138; thence easterly a
distance of 126 feet, more or less, to a proposed manhole on the centerline of Street 6 located
25 feet, more or less, north of the northeast property corner of Lot 84; thence northeasterly a
distance of 218 feet, more or less,to a proposed manhole on the centerline of Street 6 located
28 feet, more or less, southeast of the southeast property corner of Lot 134; thence easterly
a distance of 349 feet, more or less, to a proposed manhole in Street 6 located 25 feet, more
or less, southeast of the southeast property corner of Lot 127; thence southeasterly to a
distance of 93 feet, more or less, to a proposed manhole on the centerline of Street 6 located
25 feet, more or less, southwest of the southeast property corner of Lot 125; thence
southeasterly a distance of 259 feet, more or less, to a proposed manhole at the intersection
of Street 4 and Street 6 located 45 feet, more or less, northeast of the northeast property
corner of Lot 112.
7. Street 7 from a proposed manhole in Street 7 located 33 feet, more or less, northwest of the
northwest property corner of Lot 140; thence northeasterly distance of 286 feet, more or less,
to a proposed manhole on the centerline of Street 7 located 25 feet, more or less, northwest
of the northwest property corner of Lot 145; thence northeasterly a distance of 107 feet, more
or less, to a proposed manhole at the intersection of Street 5 and Street 7 located 28 feet,
more or less, south of the southeast property corner of Lot 154.
8. Street 7 from a proposed manhole on the centerline of Street 7 located 25 feet, more or less,
southwest of the southwest property corner of Lot 86; thence northwesterly a distance of 149
feet, more or less, to a proposed manhole on the centerline of Street 7 located 25 feet, more
or less, northeast of the southeast property corner of Lot 79; thence northerly distance of 133
feet, more or less, to a proposed manhole at the intersection of Street 7 and Street 6 located
25 feet, more or less, east of the southeast property corner of Lot 82; thence northwesterly a
distance of 45 feet, more or less, to a proposed manhole located 25 feet, more or less, east
of the southeast property corner of Lot 83.
E&A CONSULTING GROUP,INC.
Engineering Answers
Information For Resolution Of Necessity
SID 627—Douglas County
Sanitary Sewer—Section I
July 12, 2022
Page 4 of 6
9. Street 7 from a proposed manhole on the centerline of Street 7 located 25 feet, more or less,
southwest of the southwest property corner of Lot 87; thence southeasterly a distance of 187
feet, more or less, to a proposed manhole in Street 7 located 19 feet, more or less, northeast
of the northeast property corner of Lot 71; thence easterly a distance of 345 feet, more or less,
to a proposed manhole at the intersection of Street 7 and Street 4 located 36 feet, more or
less, southwest of the northwest property corner of Lot 38.
10. Street 8 from a proposed manhole on an existing 8" sanitary sewer line located 10 feet, more
or less, northwest of the northwest property corner of Lot 201; thence easterly distance of 165
feet, more or less, to a proposed manhole on the centerline of Street 8 located 25 feet, more
or less, east of the northeast property corner of Lot 201; thence southerly a distance of 100
feet, more or less, to a proposed manhole on the centerline of Street 8 located 25 feet, more
or less, west of the northwest property corner of Lot 202.
11. Street 8 from a proposed manhole on the centerline of Street 8 located 25 feet, more or less,
north of the northeast property corner of Lot 186; thence northeasterly a distance of 101 feet,
more or less, to a proposed manhole on the centerline of Street 8 located 25 feet, more or
less, northwest of the southwest property corner of Lot 182; thence northerly a distance of
331 feet, more or less, to a proposed manhole at the intersection of Street 8 and Street 5
located 29 feet, more or less, northeast of the southeast property corner of Lot 193.
12. Street 8 from a proposed manhole on the centerline of Street 8 located 25 feet, more or less,
east of the southeast property corner of Lot 195; thence northerly a distance of 250 feet, more
or less, to a proposed manhole on the centerline of Street 8 located 25 feet, more or less, east
of the southeast property corner of Lot 200; thence northerly a distance of 143 feet, more or
less, to a proposed manhole at the intersection of Street 8 and Street 9 located 50 feet, more
or less, northeast of the northeast property corner of Outlot"I'; thence northerly a distance of
92 feet, more or less, to a proposed manhole on the centerline of Street 8 located 25 feet,
more or less, west of the northwest property corner of Lot 202.
13. Street 9 from a proposed manhole at the intersection of Street 8 and Street 9 located 50 feet,
more or less, northeast of the northeast property corner of Outlot "I"; thence westerly a
distance of 199 feet, more or less, to an existing manhole on the centerline of Potter Parkway
located 54 feet, more or less, southwest of the southeast property corner of Lot 295 of Wood
Valley.
14. Outlot "F" from a proposed manhole on the centerline of Street 5 located 50 feet, more or
less, southwest of the southwest property corner of Lot 148; thence southerly a. distance of
130 feet, more or less, to a proposed manhole in a sanitary sewer easement in Outlot "D"
located 22 feet, more or less, northeast of the northeast property corner of Lot 127; thence
southwesterly a distance of 183 feet, more or less, to a proposed manhole in Street 6 located
25 feet, more or less, southwest of the southwest property corner of Lot 126.
E&A CONSULTING GROUP,INC.
Engineering Answers
Information For Resolution Of Necessity
SID 627—Douglas County
Sanitary Sewer—Section I
July 12, 2022
Page 5 of 6
15. Outlot "D" from a proposed manhole on the centerline of Street 4 located 25 feet, more or
less, south of the southeast property corner of Lot 119; thence southerly a distance of 147
feet, more or less, to a proposed manhole in a sanitary sewer easement in Outlot"D" located
27 feet southeast of the southeast property corner of Lot 46; thence southwesterly a distance
of 160 feet, more or less, to a proposed manhole in a sanitary sewer easement in Outlot "F"
located 30 feet, more or less, southeast of the southeast property corner of Lot 43; thence
southeasterly a distance of 232 feet, more or less, to a proposed manhole in Street 1 located
50 feet, more or less, east of the northeast property corner of Lot 31.
B. Construct 12-inch internal diameter sanitary sewer pipe in the following locations:
1. Outfall from a proposed manhole located 51 feet, more or less, southeast of the southeast
property corner of Lot 118; thence easterly a distance of 240 feet, more or less,to a proposed
manhole; thence southeasterly a distance of 350 feet, more or less, to a proposed manhole;
thence southeasterly a distance of 350 feet, more or less, to a proposed manhole; thence
southeasterly a distance of 350 feet, more or less, to a proposed manhole; thence
southeasterly a distance of 274 feet, more or less, to a proposed siphon manhole; thence
northeasterly with a 6" sanitary sewer pipe a distance of 273 feet, more or less, to a
proposed siphon manhole; thence northeasterly with a 10" sanitary sewer pipe a distance
of 25 feet, more or less, to an existing manhole located on a 54" sanitary sewer line.
C. Construct 6-inch internal diameter sanitary sewer taps from the proposed 8-inch sanitary sewer
main to service the proposed lots in the following locations:
1. Street 1 for service to abutting Inclusive Lots 30-33.
2. Street 2 for service to abutting Inclusive Lots 1-29, Lots 34, 35 and Lots 47-63.
3. Street 3 for service to abutting Inclusive Lots 92-111.
4. Street 4 for service to abutting Inclusive Lots 36-46 and Lots 118-122.
5. Street 5 for service to abutting Inclusive Lots 147-166 and Lots 171-176.
6. Street 6 for service to abutting Inclusive Lots 112-117 and Lots 123-138.
7. Street 7 for service to abutting Inclusive Lots 64-91, Lots 139-146, Lot 169 and Lot 170.
8. Street 8 for service to abutting Inclusive Lot 167, Lot 168, Lots 177-203.
E&A CONSULTING GROUP,INC.
Engineering Answers
Information For Resolution Of Necessity
SID 627—Douglas County
Sanitary Sewer—Section I
July 12, 2022
Page 6 of 6
The engineer's estimate for the total cost of this improvement as SANITARY SEWER-SECTION I
including all engineering, fiscal, legal fees, administrative costs and other miscellaneous costs is
$2,730,000.00.
A proposed Notice to Contractors for the referenced improvement is enclosed.
If you have any questions relative to the above information, please contact the undersigned.
Sincerely,
E &A CONSULTING GROUP, INC.
ff LaMontagne, P.E.
'Project Manager
E&A CONSULTING GROUP,INC.
Englneering Answers
FULLENKAMP JOBEUN JOHNSON & BELLER LLP
11440 WEST CENTER ROAD
OMAHA, NEBRASKA 68144
SANITARY AND IMPROVEMENT DISTRICT NO. 627
OF DOUGLAS COUNTY, NEBRASKA
NOTICE
NOTICE IS HEREBY GIVEN that a meeting of the Board of Trustees of Sanitary and
Improvement District No. 627 of Douglas County,Nebraska will be held at 10:00 A.M. on September
14, 2022, at 1414 North 205th Street#1, Omaha, Nebraska, which meeting is open to the public. The
agenda for such meeting,kept continuously current,is available for public review at 11440 West Center
Road, Omaha, Nebraska and includes the payment of bills of the District and the consideration and
passing or amending and passing the following Resolution,to-wit:
BE IT RESOLVED that the Board of Trustees of Sanitary and Improvement District No. 627
of Douglas County, Nebraska find and determine that it is advisable and necessary for the District to
construct an improvement within the boundaries of the District or within dedicated easements acquired
by the District, said improvements to be designated as Sanitary Sewer System- Section 1 and shall be
constructed as follows:
SANITARY SEWER- SECTION I
The work to be performed in this improvement shall consist of the installation of 6", 8", 10" and 12" internal
diameter PVC sanitary sewer pipe, and including other approved materials together with manholes, structures,
necessary appurtenances and other items of work incidental and necessary for a completed project.
All of the improvements are to be located in dedicated public right-of-way or dedicated public easements. Note
that street names are from the preliminary plat.
A. Construct 8-inch internal diameter sanitary sewer pipe in the following locations:
1. Street 1 from a proposed manhole in Street 1 located 50 feet,more or less,east of the northeast property
corner of Lot 31; thence southerly a distance of 271 feet, more or less, to a proposed manhole at the
intersection of Street 2 and Street 1 located 53 feet, more or less, southeast of the southeast property
corner of Lot 25.
2. Street 2 from a proposed manhole on the centerline of Street 2 located 25 feet, more or less,
south of the southeast property corner of Lot 47; thence southeasterly a distance of 97 feet,
more or less,to a proposed manhole on the centerline of Street 2 located 25 feet,more or less,
southwest of the southwest property corner of Lot 50; thence southeasterly a distance of 205
feet, more or less, to a proposed manhole on the centerline of Street 2 located 25 feet, more or
less, northeast of the southeast property corner of Lot 21; thence southeasterly a distance of
102 feet,more or less,to a proposed manhole on the centerline of Street 2 located 73 feet,more
or less,southwest of the southwest property corner of Lot 55;thence easterly a distance of 318
feet, more or less, to a proposed manhole on the centerline of Street 2 located 25 feet, more or
less, south of the southeast property corner of Lot 59; thence easterly a distance of 235 feet,
more or less, to a proposed manhole at the intersection of Street 2 and Street 4 located 27 feet,
more or less, northwest of the northeast property corner of Lot 10; thence easterly a distance
of 240 feet, more or less, to a proposed manhole on the centerline of Street 2 located 25 feet,
more or less, north of the northeast property corner of Lot 5; thence easterly a distance of 247
feet, more or less,to a proposed manhole at the intersection of Street 2 and Street 1 located 55
feet, more or less, northeast of the northeast corner of Lot 1.
3. Street 3 from a proposed manhole on the centerline of Street 3 located 25 feet, more or less,
northeast of the northeast property corner of Lot 102; thence southeasterly a distance of 260
feet, more or less, to a proposed manhole on the centerline of Street 3 located 25 feet, more or
less, northeast of the northeast property corner of Lot 97; thence southeasterly a distance of
285 feet,more or less,to a proposed manhole at the intersection of Street 3 and Street 4 located
43 feet, more or less, northeast of the northeast property corner of Lot 92.
4. Street 4 from a proposed manhole on the centerline of Street 4 located 25 feet, more or less,
west of the northwest property corner of Lot 36; thence northerly a distance of 98 feet, more
or less, to a proposed manhole located at the intersection of Street 4 and Street 7 located 49
feet, more or less, northwest of the northwest property corner of Lot 37; thence northeasterly
a distance of 136 feet, more or less, to a proposed manhole at the intersection of Street 4 and
Street 3 located 42 feet, more or less, east of the northeast property corner of Lot 92; thence
northeasterly a distance of 309 feet, more or less,to a proposed manhole at the intersection of
Street 4 and Street 6 located 28 feet,more or less, west of northwest property corner of Lot 45;
thence northeasterly a distance of 105 feet, more or less, to a proposed manhole on the
centerline of Street 4 located 25 feet, more or less, south of the southeast property corner of
Lot 121; thence easterly a distance of 86 feet, more or less, to a proposed manhole on the
centerline of Street 4 located 25 feet, more or less, south of the southeast property corner of
Lot 119; thence easterly with a 12" sanitary sewer pipe a distance of 99 feet, more or less, to
a proposed manhole located 51 feet,more or less, southeast of the southeast property corner of
Lot 118.
5. Street 5 from a proposed manhole at the intersection of Street 8 and Street 5 located 45 feet,
more or less, southwest of the southwest property corner of Lot 166; thence easterly a distance
of 157 feet, more or less, to a proposed manhole on the centerline of Street 5 located 25 feet,
more or less, southwest of the southeast property corner of Lot 164; thence southeasterly a
distance of 341 feet, more or less, to a proposed manhole on centerline of Street 5 located 36
feet, more or less, east of the northeast property corner of Lot 173; thence southeasterly a
distance of 163 feet, more or less, to a proposed manhole at the intersection of Street 5 and
Street 7 located 28 feet south of the southeast property corner of Lot 154;thence southeasterly
a distance of 186 feet,more or less,to a proposed manhole on the centerline of Street 5 located
25 feet, more or less, south of the southeast property corner of Lot 150; thence southeasterly a
distance of 66 feet, more or less, to a proposed manhole in Street 5 located 50 feet, more or
less, southwest of the southwest property corner of Lot 148.
6. Street 6 from a proposed manhole at the intersection of Street 7 and Street 6 located 44 feet,
more or less, southwest of the southwest property corner of Lot 138;thence easterly a distance
of 126 feet, more or less, to a proposed manhole on the centerline of Street 6 located 25 feet,
more or less, north of the northeast property corner of Lot 84; thence northeasterly a distance
of 218 feet, more or less, to a proposed manhole on the centerline of Street 6 located 28 feet,
more or less, southeast of the southeast property corner of Lot 134; thence easterly a distance
of 349 feet, more or less, to a proposed manhole in Street 6 located 25 feet, more or less,
southeast of the southeast property corner of Lot 127; thence southeasterly to a distance of 93
feet, more or less,to a proposed manhole on the centerline of Street 6 located 25 feet, more or
less, southwest of the southeast property corner of Lot 125; thence southeasterly a distance of
259 feet,more or less,to a proposed manhole at the intersection of Street 4 and Street 6 located
45 feet, more or less, northeast of the northeast property corner of Lot 112.
7. Street 7 from a proposed manhole in Street 7 located 33 feet, more or less, northwest of the
northwest property corner of Lot 140; thence northeasterly distance of 286 feet, more or less,
to a proposed manhole on the centerline of Street 7 located 25 feet, more or less, northwest of
the northwest property corner of Lot 145; thence northeasterly a distance of 107 feet, more or
less,to a proposed manhole at the intersection of Street 5 and Street 7 located 28 feet,more or
less, south of the southeast property corner of Lot 154.
8. Street 7 from a proposed manhole on the centerline of Street 7 located 25 feet, more or less,
southwest of the southwest property corner of Lot 86; thence northwesterly a distance of 149
feet,more or less, to a proposed manhole on the centerline of Street 7 located 25 feet,more or
less,northeast of the southeast property corner of Lot 79;thence northerly distance of 133 feet,
more or less,to a proposed manhole at the intersection of Street 7 and Street 6 located 25 feet,
more or less, east of the southeast property corner of Lot 82; thence northwesterly a distance
of 45 feet, more or less, to a proposed manhole located 25 feet, more or less, east of the
southeast property corner of Lot 83.
9. Street 7 from a proposed manhole on the centerline of Street 7 located 25 feet, more or less,
southwest of the southwest property corner of Lot 87; thence southeasterly a distance of 187
feet, more or less,to a proposed manhole in Street 7 located 19 feet, more or less,northeast of
the northeast property corner of Lot 71; thence easterly a distance of 345 feet, more or less,to
a proposed manhole at the intersection of Street 7 and Street 4 located 36 feet, more or less,
southwest of the northwest property corner of Lot 38.
10. Street 8 from a proposed manhole on an existing 8" sanitary sewer line located 10 feet, more
or less,northwest of the northwest property corner of Lot 201; thence easterly distance of 165
feet, more or less, to a proposed manhole on the centerline of Street 8 located 25 feet, more or
less, east of the northeast property corner of Lot 201; thence southerly a distance of 100 feet,
more or less,to a proposed manhole on the centerline of Street 8 located 25 feet,more or less,
west of the northwest property corner of Lot 202.
11. Street 8 from a proposed manhole on the centerline of Street 8 located 25 feet, more or less,
north of the northeast property corner of Lot 186; thence northeasterly a distance of 101 feet,
more or less, to a proposed manhole on the centerline of Street 8 located 25 feet, more or less,
northwest of the southwest property corner of Lot 182; thence northerly a distance of 331 feet,
more or less,to a proposed manhole at the intersection of Street 8 and Street 5 located 29 feet,
more or less, northeast of the southeast property corner of Lot 193.
12. Street 8 from a proposed manhole on the centerline of Street 8 located 25 feet, more or less,
east of the southeast property corner of Lot 195; thence northerly a distance of 250 feet, more
or less, to a proposed manhole on the centerline of Street 8 located 25 feet, more or less, east
of the southeast property corner of Lot 200; thence northerly a distance of 143 feet, more or
less, to a proposed manhole at the intersection of Street 8 and Street 9 located 50 feet,more or
less, northeast of the northeast property corner of Outlot"I"; thence northerly a distance of 92
feet, more or less, to a proposed manhole on the centerline of Street 8 located 25 feet, more or
less, west of the northwest property corner of Lot 202.
13. Street 9 from a proposed manhole at the intersection of Street 8 and Street 9 located 50 feet,
more or less,northeast of the northeast property corner of Outlot"P";thence westerly a distance
of 199 feet, more or less, to an existing manhole on the centerline of Potter Parkway located
54 feet,more or less, southwest of the southeast property corner of Lot 295 of Wood Valley.
14. Outlot "F" from a proposed manhole on the centerline of Street 5 located 50 feet, more or
less, southwest of the southwest property corner of Lot 148;thence southerly a distance of 130
feet, more or less, to a proposed manhole in a sanitary sewer easement in Outlot"D" located
22 feet, more or less, northeast of the northeast property corner of Lot 127; thence
southwesterly a distance of 183 feet, more or less, to a proposed manhole in Street 6 located
25 feet, more or less, southwest of the southwest property corner of Lot 126.
15. Outlot "D" from a proposed manhole on the centerline of Street 4 located 25 feet, more or
less, south of the southeast property corner of Lot 119;thence southerly a distance of 147 feet,
more or less,to a proposed manhole in a sanitary sewer easement in Outlot"D" located 27 feet
southeast of the southeast property corner of Lot 46; thence southwesterly a distance of 160
feet, more or less, to a proposed manhole in a sanitary sewer easement in Outlot "F" located
30 feet,more or less, southeast of the southeast property corner of Lot 43;thence southeasterly
a distance of 232 feet, more or less,to a proposed manhole in Street 1 located 50 feet, more or
less, east of the northeast property corner of Lot 31.
B. Construct 12-inch internal diameter sanitary sewer pipe in the following locations:
1. Outfall from a proposed manhole located 51 feet, more or less, southeast of the southeast
property corner of Lot 118; thence easterly a distance of 240 feet, more or less, to a proposed
manhole; thence southeasterly a distance of 350 feet, more or less, to a proposed manhole;
thence southeasterly a distance of 350 feet, more or less, to a proposed manhole; thence
southeasterly a distance of 350 feet, more or less,to a proposed manhole;thence southeasterly
a distance of 274 feet, more or less, to a proposed siphon manhole; thence northeasterly with
a 6" sanitary sewer pipe a distance of 273 feet, more or less, to a proposed siphon manhole;
thence northeasterly with a 10" sanitary sewer pipe a distance of 25 feet, more or less, to an
existing manhole located on a 54" sanitary sewer line.
C. Construct 6-inch internal diameter sanitary sewer taps from the proposed 8-inch sanitary sewer
main to service the proposed lots in the following locations:
1. Street 1 for service to abutting Inclusive Lots 30-33.
2. Street 2 for service to abutting Inclusive Lots 1-29, Lots 34, 35 and Lots 47-63.
3. Street 3 for service to abutting Inclusive Lots 92-111.
4. Street 4 for service to abutting Inclusive Lots 36-46 and Lots 118-122.
5. Street 5 for service to abutting Inclusive Lots 147-166 and Lots 171-176.
6. Street 6 for service to abutting Inclusive Lots 112-117 and Lots 123-138.
7. Street 7 for service to abutting Inclusive Lots 64-91, Lots 139-146, Lot 169 and Lot 170.
8. Street 8 for service to abutting Inclusive Lot 167, Lot 168, Lots 177-203.
The outer boundaries of the areas which may be subject to special assessments for said improvement
are proposed to be the same as the outer boundaries of Sanitary and Improvement District No. 627 of
Douglas County,Nebraska.
Said plans and specifications have been reviewed by E&A Consulting Group,engineers for the District
and said engineers have filed with the Clerk of the District, prior to the first publication of this
Resolution, an estimate of the total costs of said improvement, including engineering fees, legal fees,
fiscal fees, interest and other miscellaneous costs, which estimate is in the sum of$2,730,000.00.
To pay the cost of said improvement the Board of Trustees shall have the power to issue negotiable
bonds of the District after such improvements have been completed and accepted; said bonds to be
called "Sanitary and Improvement District Bonds" and shall be payable and bear interest as provided
by the Statutes of the State of Nebraska.
The Board of Trustees shall assess to the extent of special benefits,the cost of such improvements upon
properties specially benefitted thereby. All special assessments which may be levied upon the
properties specially benefitted by such improvements shall, when collected,be set aside and constitute
a sinking fund for the payment of interest and principal of said bonds. The District shall also cause to
be levied annually a tax upon the assessed value of all of the taxable property in the District except
intangible property, which together with said sinking fund derived from special assessments shall be
sufficient to meet payment of the interest and principal of said bonds as the same become due; said tax
shall be known as the Sanitary and Improvement District Tax and shall be payable annually in money.
If a petition opposing this Resolution, signed by property owners representing a majority of the front
footage which may become subject to assessment for the cost of the improvements as set forth herein,
is filed with the Clerk of the District within three (3) days before the date of the hearing on this
Resolution, this Resolution shall not be passed.
SANITARY AND IMPROVEMENT DISTRICT
NO. 627 OF DOUGLAS COUNTY,NEBRASKA
By: Ryan Schwarz, Chairman
Josh Bundren, Clerk
Publication Dates: August 31 and September 7, 2022
NOTICE TO CONTRACTORS
Sanitary and Improvement District No. 627 of Douglas County, Nebraska.
Sealed proposals will be received by the Clerk of said District at the office of E & A Consulting
Group, 10909 Mill Valley Rd, Suite 100, Omaha, Nebraska until 2:00 P.M. on the 7th day of
September 2022, for furnishing all labor, tools, materials and equipment required to construct as
SANITARY SEWER - SECTION I for Sanitary and Improvement District 627, Douglas County,
Nebraska, as per the plans and specifications for said work, at the locations shown on the detailed
drawings and in the specifications now on file with the Clerk of said District and available at the
office of E & A Consulting Group, which proposals as are received will, at that time, be publicly
opened, read aloud and tabulated. The work consists essentially of the following estimated
quantities:
APPROXIMATE QUANTITIES
ITEM DESCRIPTION QUANTITY UNIT
1 MOBILIZATION 1 LS
2 CONSTRUCT 8" SOLID WALL PVC SANITARY 7,623 LF
SEWER PIPE
3 CONSTRUCT 8" SOLIDA WALL PVC SANITARY 661 LF
SEWER PIPE (OVER 15' DEPTH)
4 CONSTRUCT 8" DIAMETER SANITARY SEWER 9 VF
DROP STRUCTURE
5 CONSTRUCT 10" SOLID WALL PVC SANITARY 25 LF
SEWER PIPE
6 CONSTRUCT 12" SANITARY SEWER PIPE 1663 LF
7 CONSTRUCT 6" PVC SANITARY SEWER PIPE 6,094 LF
8 CONSTRUCT 54" I.D. SANITARY MANHOLE (49) 589 VF
9 CONSTRUCT CONCRETE MANHOLE RING 10 EA
RETAINER
10 TUNNEL SIPHON PIPE (6" HDPE) 547 LF
11 CONSTRUCT SIPHON INLET STRUCTURE 1 EA
12 CONSTRUCT SIPHON OUTLET STRUCTURE 1 EA
13 CONSTURCT SIPHON CLEANOUT PIPE 4 EA
14 CONNECT TO EXISTING SANITARY SEWER 1 EA
15 INSTALL EXTERNAL FRAME SEAL 41 EA
16 SEDIMENT BASIN MAINTENANCE (BY OTHERS) 1 LS
17 SEED DISTURBED AREAS, TYPE "B" 0.25 AC
18 CONSTRUCT FOUNDATION ROCK (3" CLEAN) FOR 80 TN
TRENCH STABILIZATION
19 INSTALL GEOTEXTILE FABRIC FOR TRENCH 300 SY
STABILIZATION
20 CONSTRUCT TYPE B RIP-RAP FOR TRENCH 120 TN
STABILIZATION
21 INSTALL BX1100 GEOGRID FOR TRENCH 260 SY
STABILIZATION
22 REPAIR EXISITING DRAIN TILES 1 LS
23 TEMPORARY EASEMENT ACQUISITION 1.926 AC
24 PERMANENT EASEMENT ACQUISITION 1.284 AC
The amount of the engineer's estimate of the cost of said improvements(exclusive of engineering,
fiscal, legal, interest, easement acquisition, and miscellaneous costs) is $1,950,000.00.
All proposals must be submitted on bid forms furnished by E &A Consulting Group, and must be
accompanied by an original bid bond or a certified check in the amount not less than $97,500.00
made payable to the Treasurer of Sanitary and Improvement District 627 as security that the
bidder to whom the contract may be awarded will enter into a contract to build the improvements
in accordance with this Notice to Contractor and will give a contract and maintenance bond in the
amount of 100% of the total contract price, all as provided in the specifications. Bid bonds must
be executed by a duly licensed corporate surety. Checks accompanying proposals not accepted
shall be returned to the bidders.
No bidder may withdraw his proposal for a period of sixty (60) days after date set for opening of
bids. All proposals must be enclosed in an envelope, sealed and addressed to the "Clerk of
Sanitary and Improvement District 627" and shall be marked "PROPOSAL FOR SANITARY
SEWER - SECTION I "with the bidder's name and address on said envelope.
The Bid Security shall be in a separate sealed envelope attached to the Proposal envelope and
shall be marked "BID SECURITY" with the project identified thereon. Proposals received after
the above time shall be returned unopened to the bidder submitting the proposal.
The work herein provided shall be done under written contract with the responsible bidder
submitting the lowest acceptable bid in accordance with the requirements of the plans and
specifications and as provided by law.
Plans, specifications, and contract documents governing the above-referenced proposal as
prepared by E & A Consulting Group, Inc, 10909 Mill Valley Rd, Suite 100, Omaha, Nebraska,
are hereby made a part of this Notice. The proposed contract shall be executed in compliance
therewith. Copies of said plans and specifications may be obtained by interested bidders at the
office of E &A Consulting Group, Inc. upon payment of$45.00, none of which will be refunded.
Sanitary and Improvement District 627 of Douglas County, Nebraska, reserves the right to reject
any or all bids received and to waive informalities and irregularities.
SANITARY AND IMPROVEMENT DISTRICT 627 OF DOUGLAS COUNTY, NE.
Josh Bundren, Clerk
Publication Dates: August 17, August 24 and August 31, 2022
SANITARY AND IMPROVEMENT DISTRICT NO. 627
WESTBROOK HILLS
Formed 7/29/22 Int -
Bluestem Election -
DOC 22 NO 5797 Acct - Lutz
Eng - E & A
TRUSTEES:
Ryan Schwarz, Chairman/Compliance Officer
Josh Bundren, Clerk
Laura Schwarz
David Lakin
Bob Schwarz
2022/2023 Valuation $ Growth $
General $ $0.
Bond $ $0.
Total $ $0.
AGENDA
SANITARY AND IMPROVEMENT DISTRICT NO. 627 OF
DOUGLAS
COUNTY, NEBRASKA HELD ON AUGUST 9, 2022
1. Present Open Meeting Laws.
2. Appoint Chairman, Clerk and Compliance Officer.
3 Present Contract for Legal and Administrative Services between District and Fullenkamp
Jobeun Johnson & Beller LLP.
4. Present Contract for Municipal Advisor Services . (Bluestem)
5. Present Paying Agent and Register Agreement for Warrants and Dissemination Agent
Agreement. (SID Services)
6. Present Dissemination Agent Agreement. (SID LLC)
7. Present Kutak Rock letter dated August 9,2022 in connection with bond counsel services.
8. Present Remedial Action Rule Written Procedures Under Section 141 of the Code of Section
1.141-12 of the Regulations.
9. Present Contract for Engineer Services. (E &A)
10. Present proposed Resolution ofNecessity for the construction of Sanitary Sewer System
- Section I; order hearing to be held and necessary publications for same.
11. Various other items pertaining to the District.
**Meeting to approve RON (Sanitary Sewer) and Budget Hearing -
Wednesday, September 14, 2022 at 10:00 a.m. at Bluestem Capital**