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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). • 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 1 • 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. altal JOYCE Ail"'A MEK, Clerk