2008-08-01 SID 542 Minutes 08 RUG 27 P" 3; 5
MINUTES OF MEETING
OF CITY C ! ._ ]<,
MANE ,
SANITARY AND IMPROVEMENT DISTRICT NO. 542
OF DOUGLAS COUNTY, NEBRASKA
A meeting of the Board of Trustees of Sanitary and Improvement District No. 542 of Douglas County,
Nebraska, was convened in open and public session at 11:00 a.m. on the 1st day of August, 2008, at 13415
Eagle Run Drive, Omaha, Nebraska.
Present were: Robert P. Horgan, Donna M. Nissen, Marjorie C. Horgan, Greg L. Nissen and
Gregory C.Wiemers.
Absent: None.
Notice of the meeting was given in advance thereof by publication in The Daily Record on July 28,
2008, a copy of the proof of publication being attached to these minutes. Notice of this 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 agenda was at all times available at the
office for the District at 10250 Regency Circle, Suite 300, Omaha, Nebraska 68114.
The meeting was called to order by the undersigned presiding as Chairman. Upon roll call, all of the
Trustees were present.
The Chairman publicly stated to all in attendance that a current copy of the Nebraska Open Meetings
Act was available for review and indicated the location of such copy in the room where the meeting was being
held.
There were next presented miscellaneous bills, invoices, statements, and recommendations for the
Board's consideration.
There was next presented correspondence from E & A Consulting Group, Inc., engineers for the
District, presenting and recommending payment in favor of Douglas County Engineer, concerning the
Interlocal Cooperation Agreement signed by Douglas County Board of Commissioners on January 15, 2008,
in the amount of Twenty-Three Thousand Five Hundred Seventeen and 55/100 Dollars ($23,517.55).
There were next presented statements from E &A Consulting Group, Inc., engineers for the District,
for services rendered in construction-related matters through July 6, 2008, as follows: (i) Invoice#17404, in
the amount of Ten Thousand Fifty-Nine and 22/100 Dollars ($10,059.22), and (ii) Invoice #17437, in the
amount of Two Thousand Twenty-Four and 34/100 Dollars ($2,024.34); said statements being in the
aggregate amount of Twelve Thousand Eighty-Three and 56/100 Dollars ($12,083.56).
There was next presented a statement from Pansing Hogan Ernst& Bachman LLP, attorneys for the
District, for legal services performed in construction-related matters, in the amount of One Thousand Seven
Hundred Eighty-Five and no/100 Dollars ($1,785.00), and costs advanced in the amount of Four Hundred
Thirty-Five and 66/100 Dollars ($435.66); said statement being in the aggregate amount of Two Thousand
Two Hundred Twenty and 66/100 Dollars ($2,220.66).
The Clerk next directed the attention of the Board of Trustees to the fact that D.A. Davidson & Co.
will place Thirty-Seven Thousand Eight Hundred Twenty One and 77/100 Dollars ($37,821.77) in warrants at
this time and that the contracted charge for such placement of warrants is five percent (5%) in the amount of
One Thousand Eight Hundred Ninety-One and 08/100 Dollars ($1,891.08) in accordance with the financing
agreement previously adopted by the Board. The Chairman recommended the issuance of a warrant for
such amount to D.A. Davidson &Co.
There was next presented correspondence from E & A Consulting Group, Inc., engineers for the
District, presenting and recommending payment in favor of Commercial Seeding Contractors, for erosion
control maintenance, as follows: (i) Invoice #6338, in the amount of Two Hundred and no/100 Dollars
($200.00), (ii) Invoice #6239, in the amount of Eight Hundred Fifty-Four and 44/100 Dollars ($854.44), and
(iii) Invoice #6375, in the amount of Seventy-Six and 80/100 Dollars ($76.80); said statements being in the
aggregate amount of One Thousand One Hundred Thirty-One and 24/100 Dollars ($1,131.24).
There was next presented a statement from E &A Consulting Group, Inc., engineers for the District,
for services rendered in miscellaneous District matters through July 6, 2008, Invoice#106737, in the amount
of Seven Hundred Thirty-Five and 26/100 Dollars ($735.26).
The Clerk next directed the attention of the Board of Trustees to the fact that D.A. Davidson & Co.,
will place One Thousand Eight Hundred Sixty-Six and 50/100 Dollars ($1,866.50)in warrants at this time and
that the contracted charge for such placement of warrants is five percent (5%) or Ninety-Three and 32/100
Dollars ($93.32) in accordance with the financing agreement previously adopted by the Board. The
Chairman recommended the issuance of a warrant for such amount to D.A. Davidson & Co.
The previously described bills, invoices, recommendations and statements having been presented
for the Board's consideration and after review and discussion of such items, the following resolution was duly
moved and passed:
RESOLVED, by the Board of Trustees of Sanitary and Improvement District
No. 542 of Douglas County, Nebraska, that the Chairman and Clerk be and
they hereby authorized and directed to execute and deliver Warrant
Nos. 363 through 372 of the District, dated the date of this meeting, to the
following payees and in the following amounts, said Warrants to be drawn
on the Construction Fund of the District and to draw interest at the rate of
seven percent (7%) per annum (interest to be payable on October 10th of
each year) and to be redeemed no later than August 1, 2013, subject to
extension of said maturity date by order of the District Court of Douglas
County, Nebraska, after notice is given as required by law,to-wit:
Warrant Nos. 363 through 366, each for the amount of Five
Thousand and no/100 Dollars ($5,000.00), and Warrant No. 367, for the
amount of Three Thousand Five Hundred Seventeen and 55/100 Dollars
($3,517.55), payable to Douglas County Engineer.
Warrant Nos. 368 and 369, each for the amount of Five Thousand
and no/100 Dollars ($5,000.00), and Warrant No. 370, for the amount of
Two Thousand Eighty-Three and 56/100 Dollars ($2,083.56), payable to
E &A Consulting Group, Inc.
Warrant No. 371, for the amount of Two Thousand Two Hundred
Twenty and 66/100 Dollars ($2,220.66), payable to Pansing Hogan Ernst&
Bachman LLP.
Warrant No. 372, for the amount of One Thousand Eight Hundred
Ninety-One and 08/100 Dollars ($1,891.08), payable to D.A. Davidson &
Co.
FURTHER RESOLVED, by the Board of Trustees of Sanitary and
Improvement District No. 542 of Douglas County, Nebraska, that the
Chairman and Clerk be and they hereby authorized and directed to execute
and deliver Warrant Nos. 373 through 375 of the District, dated the date of
this meeting, to the following payees and in the following amounts, said
Warrants to be drawn on the General Fund of the District and to draw
interest at the rate of seven percent (7%) per annum and to be redeemed
no later than August 1, 2011 subject to extension of said maturity date by
order of the District Court of Douglas County, Nebraska, after notice is
given as required by law, to-wit:
Warrant No. 373, for the amount of One Thousand One Hundred
Thirty-One and 24/100 Dollars ($1,131.24), payable to Commercial
Seeding Contractors.
Warrant No. 374,for the amount of Seven Hundred Thirty-Five and
26/100 Dollars($735.26), payable to E&A Consulting Group, Inc.
Warrant No. 375, for the amount of Ninety-Three and 32/100
Dollars ($93.32), payable to D.A. Davidson &Co.
FURTHER RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 542 of Douglas County, Nebraska, that both
they and the district hereby find and determine and covenant, warrant
and agree as follows: the improvements and/or facilities being financed
or refinanced by the above Warrants are for essential governmental
functions and are designed to serve members of the general public on an
equal basis; all said improvements have from the time of their first
acquisition and construction been owned, are owned and are to be
owned by the District or another political subdivision; to the extent special
assessments have been or are to be levied for any of said improvements,
such special assessments have been or are to be levied under Nebraska
law as a matter of general application to all property specially benefited
by said improvements in the District; the development of the land in the
District is for residential or commercial use and the development of the
land in the District for sale and occupation by the general public has
proceeded and is proceeding with reasonable speed; other than any
incidental use of said improvements by a developer during the initial
period of development of said improvements, there have been, are and
will be no persons with rights to use such improvements other than as
members of the general public; none of the proceeds of said Bonds or
any refinanced indebtedness have been or will be loaned to any private
person or entity; the District hereby authorizes and directs the
Chairperson or Clerk to file or cause to be filed, when due, an information
reporting form pursuant to Section 149(e) of the Internal Revenue Code
of 1986, as amended, pertaining to the above Warrants; and the District
does not reasonably expect to sell or otherwise dispose of said
improvements and/or facilities, in whole or in part, prior to the last
maturity of the above Warrants.
•
FURTHER RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 542 of Douglas County, Nebraska, that the
District hereby covenants, warrants and agrees as follows: (a) to take all
actions necessary under current federal law to maintain the tax exempt
status (as to taxpayers generally) of interest on the above Warrants; and
(b)to the extent that it may lawfully do so,the District hereby designates the
above Warrants as its "qualified tax exempt obligations" under
Section 265(b)(3)(B)(i)(III) of the Internal Revenue Code of 1986, as
amended, and covenants and warrants that the District does not
reasonably expect to issue warrants or bonds or other obligations
aggregating in the principal amount of more than $5,000,000 during the
calendar year in which the above Warrants are to be issued.
FURTHER RESOLVED, by the Board of Trustees of Sanitary and
Improvement District No. 542 of Douglas County, Nebraska, that this and
the preceding Resolutions are hereby adopted as the Certificate With
Respect to Arbitrage of the District pertaining to the above Warrants and
the District and the Chairman and Clerk of the District hereby further certify,
as of the date of the registration of the above Warrants with the County
Treasurer of Douglas County, Nebraska, as follows:
1. No separate reserve or replacement fund has been or will
be established with respect to the above Warrants. The District reasonably
anticipates that monies in its Bond Fund reasonably attributable to the
above Warrants in excess of the lesser of: (a)ten percent(10%)of the net
principal proceeds of the above Warrants, (b) the maximum annual debt
service due on the above Warrants, or (c)one hundred twenty-five percent
(125%) of average annual debt service due on the above Warrants will be
expended for payment of principal of and interest on the above Warrants
within thirteen (13) months after receipt of such monies. That amount
which is currently held in the District's Bond Fund which exceeds the
amount which is to be expended for payment of principal and interest on
the above Warrants within thirteen (13) months after receipt of such
monies, plus that amount arrived at pursuant to the immediately preceding
sentence, will not be invested in any securities or any other investment
obligations which bear a yield, as computed in accordance with the
actuarial method, in excess of the yield on the above Warrants.
2. To the best of their knowledge, information and belief, the
above expectations are reasonable.
3. The District has not been notified of any listing of it by the
Internal Revenue Service as an issuer that may not certify its bonds.
4. This Certificate is being passed, executed and delivered
pursuant to Section 1.148-2(b)(2)of the Income Tax Regulations under the
Internal Revenue Code of 1986,as amended.
The Clerk next reviewed the Agenda which had been available for public inspection in accordance
with the law prior to this meeting of the Board of Trustees and reported that all matters considered by the
Board at this meeting appeared on the Agenda.
DONNA M. NISSEN, as Clerk for Sanitary and Improvement District No. 542 of Douglas County,
Nebraska (the "District")does hereby certify that the above proceedings are a true and accurate statement of
the proceedings had by the District at its August 1,2008, meeting.
Donna M. Nissen, Clerk