2010-06-23 SID 452 Minutes RECEIVED
MINUTES OF MEETING
10 JUH 29 III 8: 14
OF
SANITARY AND IMPROVEMENT DISTRICT NO.452 CITY C K
OF DOUGLAS COUNTY, NEBRASKA O M A H.A, N l i R f;s K C
A meeting of the Board of Trustees of Sanitary and Improvement District No.452 of Douglas County,
Nebraska, was convened in open and public session at 11:00 a.m. on the 23rd day of June, 2010, at 10250
Regency Circle, Suite 300, Omaha, Nebraska.
Present were: Stanley L.Teutsch and Teri Teutsch. Also present was Erika Teutsch.
Absent: None.
Notice of the meeting was given in advance thereof by publication in The Daily Record on June 17,
2010, 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. Upon roll call,the above-referenced Trustees were present.
The Chairman first 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.
Counsel for the District first presented the Certificate of Results of the Election from the Douglas
County Election Commissioner with respect to the District's election of September 15, 2009. Such certificate
indicated that Stanley L. Teutsch and Teri A. Teutsch had been elected to serve for a two (2) year term for
the Board. It was indicated that each of such individuals were owners or designees of owners of real estate
within the District boundaries (as defined by Section 31-727(3) Reissue Rev. Stat. of Neb. 1943) and, as a
consequence, qualified to serve in such capacity. Each individual being in attendance at the meeting
indicated a willingness to accept the position of Trustee on the Board.
Discussion was next had with respect to the outstanding matters of the District and the powers and
responsibilities of the Board in general. Discussion was also had with respect to the powers and
responsibilities of the positions of Chairman and Clerk of the District. Upon conclusion of such discussion,
the following roll call vote was taken during which the Trustees: Stanley L. Teutsch and Teri A. Teutsch
voting"Aye",with none voting"Nay", thereby adopting and approving the following resolution:
RESOLVED, that Stanley L. Teutsch be hereby elected to serve in the
capacity of Chairman for Sanitary and Improvement District No.452 of
Douglas County, Nebraska, until the next regularly scheduled election of
the Board of Trustees.
FURTHER RESOLVED, that Teri A. Teutsch be hereby elected to serve in
tof Clerk for Sanitaryand Improvement District No. 452 of
the capacity p
P Y
Douglas County, Nebraska, until the next regularly scheduled election of
the Board of Trustees.
f•
Discussion was next had concerning the appointment of Erika Teutsch, as Trustee. Erika Teutsch
had indicated a willingness to serve. Upon conclusion of such discussion, and upon a motion duly made and
seconded and upon a roll call vote of the Trustees, Stanley L. Teutsch and Teri Teutsch voted "Aye," with
none voting"Nay,"thereby adopting the following resolution:
RESOLVED, by the Board of Trustees of Sanitary and Improvement District
No.452 of Douglas County, Nebraska, that Erika Teutsch be appointed to
serve as Trustee.
There were next presented miscellaneous bills, invoices,
statements, that are being issued and approved for payment by the
Board at this time, pending an Order of the U.S. Bankruptcy Court.
There was next presented a statement from First National Bank of Omaha, for services rendered for
paying agent fees in connection with 2004 bond issue, in the amount of Seven Hundred and no/100 Dollars
($700.00).
There were next presented statements from Gross & Welch, P.C., L.L.O., for legal services
rendered in the bankruptcy matter through May 31, 2010, in the aggregate amount of Four Thousand Eight
Hundred Ninety-Three and 12/100 Dollars($4,893.12).
There was next presented a statement from Pansing Hogan Ernst& Bachman LLP, attorneys for the
District, for legal services rendered in the bankruptcy matter through May 31, 2010, in the amount of Ten
Thousand Three Hundred Seventy-Eight and 50/100 Dollars ($10,378.50).
There were next presented statements from Infinity CPA Group, LLC, accountants for the District, for
services rendered in connection with final billing with accounting services for the preparation of audited
financial statement for the fiscal year ended June 30, 2009 and fourth quarter work, as follows: (i) Invoice
#591, in the amount of Four Thousand Nine Hundred and no/100 Dollars ($4,900.00), and (ii) Invoice#835,
in the amount of One Hundred Twenty-Five and no/100 Dollars ($125.00); said statements being in the
aggregate amount of Five Thousand Twenty-Five and no/100 Dollars($5,025.00).
There was next presented a statement from Sasha Loock,for bookkeeping services rendered for the
fiscal year ended June 30, 2009, Invoice #062011, in the amount of Two Hundred Fifty and no/100 Dollars
($250.00).
There was next presented a statement from UNICO Group, for renewal of general liability insurance,
Invoice#444309, in the amount of Two Hundred Fifty and no/100 Dollars ($250.00).
There was next presented a statement from Pansing Hogan Ernst& Bachman LLP, attorneys for the
District,for legal services performed in miscellaneous District matters through May 31, 2010, in the amount of
Five Thousand Five Hundred Forty-Seven and no/100 Dollars ($5,547.00), and costs advanced in the
amount of Seven Hundred Ninety-Seven and 86/100 Dollars ($797.86); said statement being in the
aggregate amount of Six Thousand Three Hundred Forty-Four and 86/100 Dollars ($6,344.86).
There were next presented statements from Omaha Public Power District, for street lights at the
service location of 7200 South State Street, from August 28, 2009, through May 27, 2010, in the aggregate
amount of Two Thousand Seven Hundred Twenty-Two and 70/100 Dollars ($2,722.70).
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.452 of Douglas County, Nebraska,that the Chairman and Clerk be and
they hereby authorized and directed to execute and deliver Warrant
Nos. 923 through 927 of the District, dated the date of this meeting, to the
following payee and in the following amount, said Warrant 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 February 10th of
each year) and to be redeemed no later than June 23, 2015, 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. 923, for the amount of Seven Hundred and no/100
Dollars($700.00), payable to First National Bank of Omaha.
Warrant Nos. 924, for the amount of Four Thousand Eight
Hundred Ninety-Three and 12/100 Dollars ($4,893.12), payable to Gross &
Welch, P.C., L.L.O.
Warrant Nos. 925 and 926, each for the amount of Five Thousand
and no/100 Dollars ($5,000.00), and Warrant No. 927, for the amount of
Three Hundred Seventy-Eight and 50/100 Dollars ($378.50), payable to
Pansing Hogan Ernst& Bachman LLP.
FURTHER RESOLVED, by the Board of Trustees of Sanitary and
Improvement District No.452 of Douglas County, Nebraska, that the
Chairman and Clerk be and they hereby authorized and directed to execute
and deliver Warrant Nos. 928 through 934 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 June 23, 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 No. 928, for the amount of Five Thousand and no/100
Dollars ($5,000.00), and Warrant No. 929, for the amount of Twenty-Five
and no/100 Dollars ($25.00), payable to Infinity CPA Group, LLC.
Warrant No. 930, for the amount of Two Hundred Fifty and no/100
Dollars ($250.00), payable to Sasha Loock.
Warrant No. 931, for the amount of Two Hundred Fifty and no/100
Dollars($250.00), payable to UNICO Group.
Warrant No. 932, for the amount of Five Thousand and no/100
Dollars ($5,000.00), and Warrant No. 933, for the amount of One
Thousand Three Hundred Forty-Four and 86/100 Dollars ($1,344.86),
payable to Pansing Hogan Ernst& Bachman LLP
Warrant No. 934,for the amount of Two Thousand Seven Hundred
Twenty-Two and 70/100 Dollars ($2,722.70), payable to Omaha Public
Power District,Account#4156600389.
FURTHER RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 452 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.452 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.452 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 BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK—
SIGNATURES APPEAR ON THE FOLLOWING PAGE]