2007-11-01 SID 476 Minutes MINUTES OF MEETING
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SANITARY AND IMPROVEMENT DISTRICT NO. 476
OF DOUGLAS COUNTY, NEBRASKA C I T y C L.c
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A meeting of the Board of Trustees of Sanitary and Improvement District No. 476 of Douglas
County, Nebraska, was convened in open and public session at 8:30 a.m. on the 1st day of November,
2007, at 14769 California Street, Omaha, Nebraska.
Present were: John C. Allen, Joyce A. Sramek, Joseph J. Valenti, Jason T. Bangs and Dave Ward.
Absent: Rod Williams.
Notice of the meeting was given in advance thereof by publication in The Daily Record on
October 29, 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 John C. Allen, Joyce A. Sramek, Joseph J. Valenti, Jason T. Bangs, Rod Williams
(TIE) and Dave Ward (TIE)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.
The attorney for the District reported that a Memo had been sent to all persons elected to serve on
the Board of Trustees asking them to indicate whether or not they were interested in serving, and if a reply
was not received, the assumption would be that they did not wish to serve. Rod Williams and Dave Ward
indicated their willingness to serve.
The attorney for the District indicated that to break the tie on the election of Trustees, a lottery
should be held. The lottery was held between Rod Williams and Dave Ward. A coin flip was used to
determine the tie-breaker. The attorney flipped the coin, and Rod Williams was the winner of the coin flip.
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: Joseph J. Valenti and Jason T. Bangs
voting "Aye", with none voting "Nay", and John C. Allen and Joyce A. Sramek abstaining, thereby adopting
and approving the following resolution:
RESOLVED, that John C. Allen be hereby elected to serve in the capacity
of Chairman for Sanitary and Improvement District No. 476 of Douglas
County, Nebraska, until the next regularly scheduled election of the Board
of Trustees.
FURTHER RESOLVED, that Joyce A. Sramek be hereby elected to serve
in the capacity of Clerk for Sanitary and Improvement District No. 476 of
Douglas County, Nebraska, until the next regularly scheduled election of
the Board of Trustees.
There was next presented correspondence from Ameritas Investment Corp., the District's fiscal
agent, indicating that Thompson Electric Company had lost, misplaced or mishandled General Fund
Warrant No. 5183. Also presented was the Affidavit of such warrantholder as an inducement to reissue
such warrant(s) as an "R" warrant. Upon discussion of this matter, the following resolution was duly made
and seconded, whereupon a roll call vote was taken during which the Trustees, John C. Allen, Joyce A.
Sramek, Joseph J. Valenti and Jason T. Bangs voted "Aye," with none voting "Nay," thereby approving the
following resolution:
RESOLVED, by the Board of Trustees of Sanitary and Improvement
District No. 476 of Douglas County, Nebraska, that General Fund Warrant
No. 5183 assigned to Thompson Electric Company, be hereby canceled.
FURTHER RESOLVED, that the Clerk of the District be and hereby is
authorized to notify the Douglas County Treasurer of such cancellation so
that such warrant may be reflected on his records as well as noting such
cancellation on the records of the District.
FURTHER RESOLVED, General Fund Warrant No. 5183"R", be hereby
issued to Thompson Electric Company in the amount of Three Hundred
Four and 21/100 Dollars ($304.21).
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 U.S. Asphalt Co., for"Q" Street Improvements—
2006 (Whitehawk), Pay Estimate No. 4 in the amount of Fifty-One Thousand Eight Hundred Thirty-Four and
06/100 Dollars ($51,834.06).
There was next presented correspondence from E & A Consulting Group, Inc., engineers for the
District, presenting and recommending payment in favor of Thiele Geotech Inc., for testing services in
connection with the "Q" Street Improvements —2006 (Whitehawk) project as follows: (i) Invoice No. 30051
in the amount of One Thousand Seven Hundred Ninety-Three and no/100 Dollars ($1,793.00); and (ii)
Invoice No. 07-6-000210 in the amount of One Thousand Eight Hundred Twelve and no/100 Dollars
($1,812.00); said invoices being in the aggregate amount of Three Thousand Six Hundred Five and no/100
Dollars ($3,605.00).
There were next presented a statement from E &A Consulting Group, Inc., engineers for the District
for services rendered in construction-related matters through September 2, 2007, Invoice No. 17039 in the
amount of Two Thousand Five Hundred Sixty-Six and no/100 Dollars ($2,566.00).
There was next presented a statement from Pansing Hogan Ernst & Bachman LLP, attorneys for
the District for legal services in construction-related matters in the amount of Two Thousand Nine Hundred
and no/100 Dollars ($2,900.00); and costs advanced in the amount of Two Hundred Forty-One and 20/100
•
Dollars ($241.20); said statement being in the aggregate amount of Three Thousand One Hundred Forty-
One and 20/100 Dollars ($3,141.20).
The Chairman next directed the attention of the Board of Trustees to the fact that Ameritas
Investment Corp. will purchase Sixty-One Thousand One Hundred Forty-Six and 26/100 Dollars
($61,146.26) in warrants at this time and that the contracted charge for such purchase of warrants is five
percent (5%) or Three Thousand Fifty-Seven and 31/100 Dollars ($3,057.31) in accordance with the
financing agreement previously adopted by the Board. The Chairman recommended that the issuance of a
warrant for such amount to Ameritas Investment Corp.
There was next presented correspondence from E & A Consulting Group, Inc., engineers for the
District, presenting and recommending payment in favor of Montemarano Landscapes, Inc. for 2007 Park
Maintenance (Whitehawk)as follows: (i) Invoice No. 15522 in the amount of Eight Thousand Nine Hundred
Forty-Five and no/100 Dollars ($8,945.00); (ii) Invoice No. 15690 in the amount of Seven Thousand Six
Hundred Twenty and no/100 Dollars ($7,620.00); and (iii) Invoice No. 15818 in the amount of Thirteen
Thousand Three Hundred Eighty and no/100 Dollars ($13,380.00); said invoices being in the aggregate
amount of Twenty-Nine Thousand Nine Hundred Forty-Five and no/100 Dollars($29,945.00).
There was next presented a statement from M.J.A. Trucking, L.L.C., for street cleaning, Invoice No.
07-813A in the amount of Three Hundred and no/100 Dollars ($300.00).
There was next presented a statement from Riege's Records for bookkeeping services for the fiscal
year 2006-2007, Invoice No. 3939 in the amount of Three Hundred Seventy-Five and no/100 Dollars
($375.00).
There were next presented statements from E &A Consulting Group, Inc., engineers for the District
for miscellaneous engineering services rendered as follows: (i) through September 2, 2007, Invoice No.
104356 in the amount of Eight Hundred Three and 51/100 Dollars ($803.51); and (ii)through September 30,
2007, Invoice No. 104552 in the amount of Seven Hundred Seventy-Six and 15/100 Dollars ($776.15); said
invoices being in the aggregate amount of One Thousand Five Hundred Seventy-Nine and 66/100
Dollars ($1,579.66).
There were next presented statements from Omaha Public Power District with respect to Account
No. 0854192562 for services through September 27, 2007 in the aggregate amount of Three Thousand
Nine Hundred Sixty-Four and 51/100 Dollars($3,964.51).
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. 476 of Douglas County, Nebraska, that the Chairman and
Clerk be and they hereby authorized and directed to execute and deliver
Warrant Nos. 5208 through 5222 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 July 1 of each year) and to be redeemed no later than
November 1, 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. 5208 through 5217, each for the amount of Five
Thousand and no/100 Dollars ($5,000.00), and Warrant No. 5218, for the
amount of One Thousand Eight Hundred Thirty-Four and 06/100 Dollars
($1,834.06), payable to U.S.Asphalt Co.
Warrant No. 5219,for the amount of Three Thousand Six Hundred
Five and no/100 Dollars ($3,605.00), payable to Thiele Geotech Inc.
Warrant No. 5220, for the amount of Two Thousand Five Hundred
Sixty-Six and no/100 Dollars ($2,566.00), payable to E & A Consulting
Group, Inc.
Warrant No. 5221, for the amount of Three Thousand One
Hundred Forty-One and 20/100 Dollars ($3,141.20), payable to Pansing
Hogan Ernst& Bachman LLP.
Warrant No. 5222, for the amount of Three Thousand Fifty-Seven
and 31/100 Dollars ($3,057.31), payable to Ameritas Investment Corp.
FURTHER RESOLVED, by the Board of Trustees of Sanitary and
Improvement District No.476 of Douglas County, Nebraska, that the
Chairman and Clerk be and they hereby authorized and directed to
execute and deliver Warrant Nos. 5223 through 5232 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 November 1, 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 Nos. 5223 through 5227, each for the amount of Five
Thousand and no/100 Dollars ($5,000.00), and Warrant No. 5228, for the
amount of Four Thousand Nine Hundred Forty-Five and no/100 Dollars
($4,945.00), payable to Montemarano Landscapes Inc.
Warrant Nos. 5229, for the amount of Three Hundred and no/100
Dollars ($300.00), payable to M.J.A. Trucking, L.L.C.
Warrant No. 5230, for the amount of Three Hundred Seventy-Five
and no/100 Dollars ($375.00), payable to Riege's Records.
Warrant No. 5231, for the amount of One Thousand Five Hundred
Seventy-Nine and 66/100 Dollars ($1,579.66), payable to E &A Consulting
Group, Inc.
Warrant No. 5232, for the amount of Three Thousand Nine
Hundred Sixty-Four and 51/100 Dollars ($3,964.51), payable to Omaha
Public Power District, Acct. No. 0854192562.
FURTHER RESOLVED by the Board of Trustees of Sanitary and
Improvement District No. 476 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. 476 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. 476 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.
JOYCE A. SRAMEK, as Clerk for Sanitary and Improvement District No.476 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 November 1, 2007, meeting.
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