2007-07-31 SID 476 Minutes ),4 � lr
MINUTES OF MEETING py
OF 07 AUG 16 Pi 3: f P�
SANITARY AND IMPROVEMENT DISTRICT NO. 476
OF DOUGLAS COUNTY, NEBRASKA CITY C L E f',K
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 10:00 a.m. on the 31st day of July, 2007, at
10250 Regency Circle, Suite 300, Omaha, Nebraska.
Present were: John C. Allen, Joyce A. Sramek, Jeanne D. Knox, Edward R. Young and Gerald L.
Torczon.
Absent: None.
Notice of the meeting was given in advance thereof by publication in The Daily Record on July 26,
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 Chairman next presented the proof of publication of the Notice to Contractors for the
construction of the improvements entitled 2007 Park Maintenance (Whitehawk).
The Clerk then presented the list of bids and bidders for such work specified within the Notice to
Contractors with such bids having been taken on May 23, 2007, in accordance with the provisions of such
Notice to Contractors. The bids having been individually reviewed by E & A Consulting Group, Inc., the
District's engineers, and upon completion of such review, the engineers have submitted their Letter of
Recommendation which the Clerk was directed to attach along with a copy of the bid tabulations to these
minutes.
After the Trustees had received the Letter of Recommendation directed to the District, the Clerk
reported that the recommendation of the engineers was the bid of Montemarano Landscapes Inc. for 2007
Park Maintenance (Whitehawk) in the amount of Fifty-Nine Thousand Five Hundred Fifty and no/100 Dollars
($59,550.00) and that such amount be accepted. The Clerk reminded the Board that the Engineer's
estimate of the construction cost of this project was Sixty-One Thousand Three Hundred and no/100 Dollars
($61,300.00). The District's engineers then indicated that it was their opinion that the rebidding of such
project would yield no more beneficial pricing to the District than that presented by the previously specified
bid and again recommended acceptance of such bid. The Clerk further reported that the bid of
Montemarano Landscapes Inc. was accompanied by the required bid bond, contract and maintenance bond
in the amount of 100% of the contract price.
After considerable discussion by the Board, the following resolution was duly moved and seconded
upon a roll call vote of the Trustees, John C. Allen, Joyce A. Sramek, Jeanne D. Knox, Edward R. Young
and Gerald L. Torczon voted "Aye"with none voting"Nay" thereby adopting the following resolution:
RESOLVED, by the Board of Trustees of Sanitary and Improvement
District No. 476 of Douglas County, Nebraska, that the bid of
Montemarano Landscapes Inc. in the total amount of $59,550.00 for the
construction of 2007 Park Maintenance (Whitehawk) be accepted and
approved and that the Clerk and Chairman of the District be and they
hereby are authorized and directed to execute the contract of
Montemarano Landscapes Inc.for and on behalf of the District.
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) as follows: (i) Pay Estimate No. 2 in the amount of One Hundred Forty-Three Thousand
Fifty-Four and 85/100 Dollars ($143,054.85); and (ii) Pay Estimate No. 3 in the amount of One Hundred
Seventy-Five Thousand Three Hundred Sixty-Four and 65/100 Dollars ($175,364.65); said estimates being
in the aggregate amount of Three Hundred Eighteen Thousand Four Hundred Nineteen and 50/100 Dollars
($318,419.50).
There was next presented correspondence from E & A Consulting Group, Inc., engineers for the
t presentingand recommendingpayment in favor of Thiele Geotech Inc., for testing services in
District, p Y
connection with the "Q" Street Improvements—2006 (Whitehawk) project, Invoice No. 21808 in the amount
of Two Hundred Fifty-Six and no/100 Dollars ($256.00).
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There were next presented a statement from E & A Consulting Group, Inc., engineers for the District
for services rendered in construction-related matters through July 8, 2007, Invoice No. 16922 in the amount
of Twenty-Seven Thousand Seven Hundred Ninety-Six and 21/100 Dollars ($27,796.21).
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 Seventeen Thousand Three
Hundred Twenty-Five and no/100 Dollars ($17,325.00); and costs advanced in the amount of Six Hundred
Eighty-Three and 37/100 Dollars ($683.37); said statement being in the aggregate amount of Eighteen
Thousand Eight and 37/100 Dollars ($18,008.37).
The Chairman next directed the attention of the Board of Trustees to the fact that Ameritas
Investment Corp. will purchase Three Hundred Sixty-Four Thousand Four Hundred Eighty and. 08/100
Dollars ($364,480.08) in warrants at this time and that the contracted charge for such purchase of warrants
is five percent (5%) or Eighteen Thousand Two Hundred Twenty-Four and no/100 Dollars ($18,224.00) 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 Invoice No.
15378 in connection with the 2007 Park Maintenance (Whitehawk) project in the amount of Eighteen
Thousand Seven Hundred Forty and no/100 Dollars ($18,740.00).
There was next presented correspondence from E & A Consulting Group, Inc., engineers for the
District, presenting and recommending payment in favor of Terry Hughes Tree Service, Invoice No. 195476
in the amount of Five Thousand Four Hundred Fifty-Five and 91/100 Dollars($5,455.91).
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, Invoice No. 4089 in the amount of Three Thousand Three Hundred Sixty-Four and
66/100 Dollars($3,364.66).
There was next presented correspondence from E & A Consulting Group, Inc., engineers for the
District, presenting and recommending payment in favor of M.J.A. Trucking, L.L.C. for erosion control
maintenance as follows: (i) Invoice No. 07-516 in the amount of Eight Hundred Ninety-Five and no/100
Dollars ($895.00); and (ii) Invoice No. 07-535 in the amount of Eight Hundred Ninety-Five and no/100
Dollars ($895.00); said invoices being in the aggregate amount of One Thousand Seven Hundred Ninety
and no/100 Dollars ($1,790.00).
There were next presented invoices from Mulhall's for landscaping services as follows: (i) Invoice
No. SID0515-IN in the amount of Three Thousand One Hundred Ninety-Four and 80/100 Dollars
($3,194.80); and (ii) Invoice No. SID0528-IN in the amount of Three Thousand One Hundred Ninety-Four
and 80/100 Dollars ($3,194.80); said invoices being in the aggregate amount of Six Thousand Three
Hundred Eighty-Nine and 60/100 Dollars ($6,389.60).
There were next presented invoices from Commercial Mowing Inc. as follows: (i) Invoice No. 019 in
the amount of Thirty and no/100 Dollars ($30.00); and (ii) Invoice No. 427 in the amount of Three Hundred
Fifty and no/100 Dollars ($350.00); said invoices being in the aggregate amount of Three Hundred Eighty
and no/100 Dollars ($380.00).
There was next presented a statement from the Douglas County Engineer for installation of traffic
control devices in the amount of One Hundred Twenty-Eight and no/100 Dollars ($128.00).
There was next presented correspondence from CBS Home Real Estate for Whitehawk
Development, LLC, developer of the District requesting reimbursement for invoices paid to Landscape
Elements as follows: (i) invoice in the amount of Three Thousand Three Hundred Eighty and 13/100 Dollars
($3,380.13); (ii) invoice in the amount of Five Hundred Seventy-Two and no/100 Dollars ($572.00); and (iii)
invoice in the amount of One Hundred Fifty-Nine and 75/100 Dollars ($159.75); said invoices being in the
aggregate amount of Four Thousand One Hundred Eleven and 88/100 Dollars ($4,111.88).
There were next presented statements from E &A Consulting Group, Inc., engineers for the District
for miscellaneous engineering services rendered as follows: (i) through May 27, 2007, Invoice No. 103740
in the amount of Nine Hundred Ninety-Nine and 56/100 Dollars ($999.56); and (ii) through June 24, 2007,
Invoice No. 103923 in the amount of Eight Hundred Six and 77/100 Dollars ($806.77); said invoices being in
the aggregate amount of One Thousand Eight Hundred Six and 33/100 Dollars ($1,806.33).
There were next presented statements from Omaha Public Power District with respect to Account
No. 0854192562 for services through June 28, 2007 in the aggregate amount of Seven Thousand Six
Hundred Seventy-Seven and 04/100 Dollars ($7,677.04).
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. 5082 through 5160 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 July 31,
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. 5082 through 5144, each for the amount of Five
Thousand and no/100 Dollars ($5,000.00), and Warrant No. 5145, for the
amount of Three Thousand Four Hundred Nineteen and 50/100 Dollars
($3,419.50), payable to U.S. Asphalt Co.
Warrant No. 5146, for the amount of Two Hundred Fifty-Six and
no/100 Dollars ($256.00), payable to Thiele Geotech Inc.
Warrant Nos. 5147 through 5151, each for the amount of Five
Thousand and no/100 Dollars ($5,000.00), and Warrant No. 5152, for the
amount of Two Thousand Seven Hundred Ninety-Six and 21/100 Dollars
($2,796.21), payable to E&A Consulting Group, Inc.
Warrant Nos. 5153 through 5155, each for the amount of Five
Thousand and no/100 Dollars ($5,000.00), and Warrant No. 5156, for the
amount of Three Thousand Eight and 37/100 Dollars ($3,008.37), payable
to Pansing Hogan Ernst& Bachman LLP.
Warrant Nos. 5157 through 5159, each for the amount of Five
Thousand and no/100 Dollars ($5,000.00), and Warrant No. 5160 for the
amount of Three Thousand Two Hundred Twenty-Four and no/100 Dollars
($3,224.00), 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. 5161 through 5176 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 July 31, 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. 5161 through 5163, each for the amount of Five
Thousand and no/100 Dollars ($5,000.00), and Warrant No. 5164, for the
amount of Three Thousand Seven Hundred Forty and no/100 Dollars
($3,740.00), payable to Montemarano Landscapes Inc.
Warrant No. 5165, for the amount of Five Thousand and no/100
Dollars ($5,000.00), and Warrant No. 5166, for the amount of Four
Hundred Fifty-Five and 91/100 Dollars ($455.91), payable to Terry Hughes
Tree Service.
Warrant No. 5167, for the amount of Three Thousand Three
Hundred Sixty-Four and 66/100 Dollars ($3,364.66), payable to
Commercial Seeding Contractors.
Warrant No. 5168, for the amount of One Thousand Seven
Hundred Ninety and no/100 Dollars ($1,790.00), payable to M.J.A.
Trucking, L.L.C.
Warrant No. 5169, for the amount of Five Thousand and no/100
Dollars ($5,000.00), and Warrant No. 5170, for the amount of One
Thousand Three Hundred Eighty-Nine and 60/100 Dollars ($1,389.60),
payable to Mulhall's.
Warrant No. 5171, for the amount of Three Hundred Eighty and
no/100 Dollars ($380.00), payable to Commercial Mowing Inc.
Warrant No. 5172, for the amount of One Hundred Twenty-Eight
and no/100 Dollars ($128.00), payable to the Douglas County Engineer.
Warrant No. 5173, for the amount of Four Thousand One Hundred
Eleven and 88/100 Dollars ($4,111.88), payable to Whitehawk
Development, LLC.
Warrant No. 5174, for the amount of One Thousand Eight
Hundred Six and 33/100 Dollars ($1,806.33), payable to E & A Consulting
Group, Inc.
Warrant No. 5175, for the amount of Five Thousand and no/100
Dollars ($5,000.00), and Warrant No. 5176, for the amount of Two
Thousand Six Hundred Seventy-Seven and 04/100 Dollars ($2,677.04),
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.
There was next presented correspondence from Ameritas Investment Corp., fiscal agent for the
District, requesting that the Board adopt a resolution approving the Offering Circular dated July 31, 2007,
along with the Addendum (a copy of each is on file with the Clerk of the District), in connection with the
District's general fund and construction fund warrants. After full and complete discussion and upon a motion
duly made and seconded, and upon the following roll call vote, the Trustees, John C. Allen, Joyce A.
Sramek, Jeanne D. Knox, Edward R. Young and Gerald L. Torczon voted "Aye" with none voting "Nay"
thereby passing and adopting the following resolution:
BE IT RESOLVED that the Offering Circular dated July 31, 2007 (including the
Addendum attached thereto, the "Offering Circular") pertaining to the offering by
the District from time to time of its construction fund warrants is hereby approved
in substantially the form attached hereto, the Chairman of the Board of Trustees
is hereby authorized and directed to execute the Offering Circular in substantially
the form and content attached hereto, but with such changes, modifications,
deletions or additions therein as shall to the Chairman seem necessary,
desirable or appropriate (provided that Ameritas Investment Corp., acting as
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fiscal agent to the District, and without further approving action by the Chairman
or this Board, is hereby authorized to insert on behalf of the District into each
Addendum relating to an offering of construction fund warrants, the numerical
and statistical information specific to each such offering), the Offering Circular as
of its date is hereby deemed final within the meaning of Rule 15c2-12 under the
Securities Exchange Act of 1934, as amended (except for any one or more of the
permitted omissions specified by paragraph (b) of such Rule 15c2-12), and the
distribution of the Offering Circular by Ameritas Investment Corp. as underwriter,
with respect to each offering of construction fund warrants described by an
Addendum is hereby authorized and approved.
"The District hereby approves and enters into the continuing disclosure
undertaking for the benefit of the holders and beneficial owners of the District's
construction fund warrants, as required by Securities and Exchange Commission
Rule 15c2-12 under the Securities Exchange Act of 1934 and set out as
Appendix [D] of the Offering Circular."
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 July 31, 2007, meeting.
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JOYCE Ail"'A MEK, Clerk