2007-10-02 SID 542 Minutes } ` l L III v L 1,
MINUTES OF MEETING
07 OCT 22 PM 2: 59
OF
SANITARY AND IMPROVEMENT DISTRICT NO. 542 CITY CLERK
OF DOUGLAS COUNTY, NEBRASKA OMAHA, NF6RASKA
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 2nd day of October, 2007, at
13215 Birch Drive, Suite 103, 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
September 18 and September 25, 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.
The Clerk first certified that notice of this meeting concerning the Interlocal Cooperation Agreement
between The County of Douglas, Nebraska, Sanitary and Improvement District No.499 of Douglas County,
Nebraska ("SID 499"), and the District, for cost sharing in connection with construction of State Street from
approximately 130th Street to 136th Street and also 132"d Street from State Street extending south to
Reynolds Street, had been posted in three (3)conspicuous places within the District with the Clerk causing to
be filed a Certificate to that effect with a copy of the notice attached thereto, such notice being attached to the
minutes of these proceedings and by this reference made a part hereof.
The Clerk next stated that no petition opposing the proposed Resolution of Advisability and
Necessity had been filed by the property owners within the District or by any other person or entity and that no
person appeared at the meeting or made any objections to the proposed Resolution of Advisability and
Necessity with such being the same resolution adopted in form at the meeting of the Board of Trustees held
on September 13, 2007, which resolution is set forth in its entirety in the proof of publication attached hereto
and by this reference incorporated herein. After discussion of the Board, the following resolution was duly
moved and seconded and upon a roll call vote the Trustees, Robert P. Horgan, Donna M. Nissen,
Marjorie C. Horgan, Greg L. Nissen and Gregory C. Wiemers, voted "Aye" with none voting "Nay" thereby
passing and adopting the following resolution:
RESOLVED, by the Board of Trustees of Sanitary and Improvement District
No. 542 of Douglas County, Nebraska,that the Resolution of Necessity and
Advisability for the Interlocal Cooperation Agreement between The County
of Douglas, Nebraska, Sanitary and Improvement District No.499 of
Douglas County, Nebraska ("SID 499"), and the District, for cost sharing in
connection with construction of State Street from approximately 130th Street
to 136th Street and also 132"d Street from State Street extending south to
Reynolds Street be ratified and approved as proposed.
FURTHER RESOLVED, that the Chairman and Clerk be, and hereby are,
authorized and directed to take such steps as are necessary to implement
this resolution, including the execution of such agreement for and on behalf
of the District.
There was next presented Change Order No. 1 with regard to Storm Sewer Culverts, Section I
(Cimarron Grove), which will result in an additional Thirty-Three Thousand Three Hundred Thirty-Four and
54/100 Dollars ($33,334.54) being added to the contract granted to M.E. Collins Contracting Co., Inc. After
discussion by the Board, the following resolution was duly moved and seconded, and upon a roll call vote of
the Trustees, Robert P. Horgan, Donna M. Nissen, Marjorie C. Horgan, Greg L. Nissen and
Gregory C.Wiemers voted "Aye" with none voting "Nay" thereby passing and adopting the following
resolution:
RESOLVED, by the Board of Trustees of Sanitary and Improvement District
No. 542 of Douglas County, Nebraska, that Change Order No. 1 to the
Storm Sewer Culverts, Section I (Cimarron Grove) project resulting in an
additional amount of $33,334.54 being added to the contract granted to
M.E. Collins Contracting Co., Inc., be accepted and approved and that the
Chairman and Clerk of the District be and they hereby are authorized and
directed to execute Change Order No. 1 for and on behalf of the District.
There were next presented miscellaneous bills, invoices, statements, and recommendations for the
Board's consideration.
The Clerk next presented to the Board the final estimate with regard to Storm Sewer Culverts,
(Cimarron Grove)and its installation byM.E. Collins Contracting Co., Inc.,which recommended
that
Section I
a final and complete payment be made in the total amount of Eighty-Three Thousand Nine Hundred
Thirty-Nine and 21/100 Dollars ($83,939.21) with such being final payment and the final estimate for work
the Certificate of Completion on such project. The Clerk also presented from the District's
engineers, E & A Consulting Group, Inc., recommending that final payment and acceptance of such project
be made by the District. Upon a motion duly made and seconded, and upon the following roll call vote, the
Trustees, Robert P. Horgan, Donna M. Nissen, Marjorie C. Horgan, Greg L. Nissen and Gregory C.Wiemers
voted "Aye"with none voting"Nay"thereby passing and adopting the following resolution:
RESOLVED, by the Board of Trustees of Sanitary and Improvement District
No. 542 of Douglas County, Nebraska, that the District's project entitled
Storm Sewer Culverts, Section I (Cimarron Grove) be accepted as
completed in accordance with recommendation of the District's engineers,
E & A Consulting Group, Inc. and that final payment be made in the
following scheduled amount:
Contractor Amount
M.E. Collins Contracting Co., Inc. $83,939.21
There were next presented statements from E &A Consulting Group, Inc., engineers for the District,
for services rendered in construction-related matters through September 2, 2007, Invoice #17028, in the
amount of Eight Thousand Three Hundred Sixty-Nine and 25/100 Dollars($8,369.25).
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 Four Thousand Six
Hundred Twenty and no/100 Dollars ($4,620.00), and costs advanced in the amount of One Thousand One
Hundred Sixty-Six and 60/100 Dollars ($1,666.60); said statement being in the aggregate amount of Five
Thousand Seven Hundred Eighty-Six and 60/100 Dollars ($5,786.60).
The Clerk next directed the attention of the Board of Trustees to the fact that D.A. Davidson & Co.
will place Ninety-Eight Thousand Ninety-Five and 06/100 Dollars ($98,095.06) in warrants at this time and
that the contracted charge for such placement of warrants is five percent (5%) or Four Thousand Nine
Hundred Four and 75/100 Dollars ($4,904.75) 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 a statement from E &A Consulting Group, Inc., engineers for the District,
for services rendered in miscellaneous District matters through September 2, 2007, Invoice #104413, in the
amount of Seven Hundred Seventy-Four and 68/100 Dollars($774.68).
The Clerk next directed the attention of the Board of Trustees to the fact that D.A. Davidson & Co.,
will place Seven Hundred Seventy-Four and 68/100 Dollars ($774.68) in warrants at this time and that the
contracted charge for such placement of warrants is five percent (5%) or Thirty-Eight and 73/100 Dollars
($38.73) 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.231 through 252 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 October 2, 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 No. 231 through 246, each for the amount of Five
Thousand and no/100 Dollars ($5,000.00), and Warrant No. 247, for the
amount of Three Thousand Nine Hundred Thirty-Nine and 21/100 Dollars
($3,939.21), payable to M.E. Collins Contracting Co., Inc.
Warrant No. 248, for the amount of Five Thousand and no/100
Dollars ($5,000.00), and Warrant No. 249, for the amount of Three
Thousand Three Hundred Sixty-Nine and 25/100 Dollars ($3,369.25),
payable to E&A Consulting Group, Inc.
Warrant No. 250, for the amount of Five Thousand and no/100
Dollars ($5,000.00), and Warrant No. 251, for the amount of Seven
Hundred Eighty-Six and 60/100 Dollars ($786.60), payable to Pansing
Hogan Ernst& Bachman LLP.
Warrant No. 252, for the amount of Four Thousand Nine Hundred
Four and 75/100 Dollars ($4,904.75), 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.253 and 254 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 2, 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. 253, for the amount of Seven Hundred Seventy-Four
and 68/100 Dollars ($774.68), payable to E&A Consulting Group, Inc.
Warrant No. 254,for the amount of Thirty-Eight and 73/100 Dollars
($38.73), 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 October 2, 2007, meeting.
Donna M. Nissen, Clerk