2007-10-29 SID 523 Minutes l\ CLI ' ED
MINUTES OF MEETING 0, 3; 03
OF
CITY CLERK
SANITARY AND IMPROVEMENT DISTRICT NO. 523 f1 Eby A I-+Aa NEFiRA,SK a
OF DOUGLAS COUNTY, NEBRASKA
A meeting of the Board of Trustees of Sanitary and Improvement District No. 523 of Douglas County,
Nebraska, was convened in open and public session at 10:00 a.m. on the 29th day of October, 2007, at
17809 Pacific Street, Omaha, Nebraska.
Present were: Mark Palmer, Marcy Knobbe, Robert P. Horgan, Donna M. Nissen and Michael L.
Riedmann.
Absent: None.
Notice of the meeting was given in advance thereof by publication in The Daily Record on
October 24, 2007, 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.
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 11, 2007. Such certificate
indicated that Robert P. Horgan, Marcy Knobbe, Mark Palmer, Michael L. Riedmann and Donna M. Nissen
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: Robert P. Horgan, Michael L. Riedmann and
Donna M. Nissen voting "Aye", with none voting "Nay", and Mark Palmer and Marcy Knobbe abstaining,
thereby adopting and approving the following resolution:
RESOLVED, that Mark Palmer be hereby elected to serve in the capacity of
Chairman for Sanitary and Improvement District No. 523 of Douglas
County, Nebraska, until the next regularly scheduled election of the Board
of Trustees.
•
FURTHER RESOLVED, that Marcy Knobbe be hereby elected to serve in
the capacity of Clerk for Sanitary and Improvement District No. 523 of
Douglas County, Nebraska, until the next regularly scheduled election of
the Board of Trustees.
There were next presented miscellaneous bills, invoices, statements, and recommendations for the
Board's consideration.
There was next presented correspondence from Lamp, Rynearson & Associates, Inc., engineers
for the District, presenting and recommending payment in favor of Swain Construction, Inc. in connection
with the Sidewalks and Trails, Section I (Five Fountains) project, Estimate No. 3 in the amount of Seventy-
Four Thousand Six Hundred Sixty-One and 23/100 Dollars ($74,661.23).
There was next presented a statement from Pansing Hogan Ernst& Bachman LLP, attorneys for the
District for services rendered in construction-related matters in the amount of Three Thousand Seven
Hundred Thirty-Five and no/100 Dollars ($3,735.00); and costs advanced in the amount of Three Hundred
Seventy-Three and 42/100 Dollars ($373.42); said statement being in the aggregate amount of Four
Thousand One Hundred Eight and 42/100 Dollars ($4,108.42).
The Clerk next directed the attention of the Board of Trustees to the fact that D.A. Davidson & Co.
will purchase Seventy-Eight Thousand Seven Hundred Sixty-Nine and 65/100 Dollars ($78,769.65) in
warrants at this time and that the contracted charge for such purchase of warrants is five percent (5%) or
Three Thousand Nine Hundred Thirty-Eight and 48/100 Dollars ($3,938.48) 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 Lamp, Rynearson &Associates, Inc., engineers for
the District, presenting and recommending payment in favor of Thiele Geotech Inc. for sign post boring,
Invoice No. 30584 in the amount of One Hundred One and no/100 Dollars ($101.00).
There was next presented correspondence from Lamp, Rynearson &Associates, Inc., engineers for
the District, presenting and recommending payment in favor of Commercial Seeding Contractors for erosion
control maintenance as follows: (i) Invoice No. 4941 in the amount of One Hundred Fifteen and no/100
Dollars ($115.00); (ii) Invoice No. 4975 in the amount of One Thousand Three Hundred Seven and 50/100
Dollars ($1,307.50); and (iii) Invoice No. 5019 in the amount of Five Thousand Five Hundred Ninety-Two and
50/100 Dollars ($5,592.50); said invoices being in the aggregate amount of Seven Thousand Fifteen and
no/100 Dollars ($7,015.00).
There was next presented correspondence from Lamp, Rynearson &Associates, Inc., engineers for
the District, presenting and recommending payment in favor of Todco Barricade Company for temporary
regulatory signs as follows: (i) Invoice No. 102322 in the amount of Seven Hundred Forty-Two and 72/100
Dollars ($742.72); and (ii) Invoice No. 102611 in the amount of One Thousand Forty-Six and 56/100 Dollars
($1,046.56); said statements being in the aggregate amount of One Thousand Seven Hundred Eighty-Nine
and 28/100 Dollars ($1,789.28).
There was next presented correspondence from Lamp, Rynearson &Associates, Inc., engineers for
the District, presenting and recommending payment in favor of Hausman Enterprises, Inc.for erosion control
maintenance, Invoice No. 10317 in the amount of One Thousand Eight Hundred Twelve and 50/100 Dollars
($1,812.50).
There was next presented a statement from Greco Enterprises Inc. for general liability insurance
renewal, Invoice No.43289 in the amount of Two Hundred Ten and no/100 Dollars ($210.00).
There was next presented a statement from Lamp, Rynearson &Associates, Inc., engineers for the
District for miscellaneous engineering services rendered through September 29, 2007, Invoice No. 0031515
in the amount of Three Thousand Seven Hundred Forty-Six and 44/100 Dollars($3,746.44).
The Clerk next directed the attention of the Board of Trustees to the fact that D.A. Davidson & Co.
will purchase Fourteen Thousand Six Hundred Seventy-Four and 22/100 Dollars ($14,674.22) in warrants at
this time and that the contracted charge for such purchase of warrants is five percent(5%)or Seven Hundred
Thirty-Three and 71/100 Dollars ($733.71) 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. 523 of Douglas County, Nebraska,that the Chairman and Clerk be and
they hereby authorized and directed to execute and deliver Warrant
Nos. 1237 through 1253 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 February
10 of each year) and to be redeemed no later than October 29, 2012,
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. 1237 through 1250, each for the amount of Five
Thousand and no/100 Dollars ($5,000.00); and Warrant No. 1251, for the
amount of Four Thousand Six Hundred Sixty-One and 23/100 Dollars
($4,661.23), payable to Swain Construction, Inc.
Warrant No. 1252, for the amount of Four Thousand One Hundred
Eight and 42/100 Dollars ($4,108.42), payable to Pansing Hogan Ernst &
Bachman LLP.
Warrant No. 1253, for the amount of Three Thousand Nine
Hundred Thirty-Eight and 48/100 Dollars ($3,938.48), payable to D.A.
Davidson&Co.
RESOLVED, by the Board of Trustees of Sanitary and Improvement District
No. 523 of Douglas County, Nebraska, that the Chairman and Clerk be and
they hereby authorized and directed to execute and deliver Warrant
Nos. 1254 through 1261 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
October 29, 2010, 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. 1254, for the amount of One Hundred One and
no/100 Dollars ($101.00), payable to Thiele Geotech Inc.
Warrant No. 1255, for the amount of Five Thousand and no/100
Dollars ($5,000.00), and Warrant No. 1256, for the amount of Two
Thousand Fifteen and no/100 Dollars ($2,015.00), payable to Commercial
Seeding Contractors.
Warrant No. 1257, for the amount of One Thousand Seven
Hundred Eighty-Nine and 28/100 Dollars ($1,789.28), payable to Todco
Barricade Company.
Warrant No. 1258,for the amount of One Thousand Eight Hundred
Twelve and 50/100 Dollars ($1,812.50), payable to Hausman Enterprises,
Inc.
Warrant No. 1259,for the amount of Two Hundred Ten and no/100
Dollars($210.00), payable to Greco Enterprises Inc.
Warrant No. 1260, for the amount of Three Thousand Seven
Hundred Forty-Six and 44/100 Dollars ($3,746.44), payable to Lamp,
Rynearson &Associates, Inc.
Warrant No. 1261, for the amount of Seven Hundred Thirty-Three
and 71/100 Dollars($733.71), payable to D.A. Davidson &Co.
FURTHER RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 523 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. 523 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. 523 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.
Marcy Knobbe, as Clerk for Sanitary and Improvement District No. 523 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 October 29,2007, meeting.
MAPY klOBBE, Clerk