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2023-05-11 SID 494 Minutes MINUTES OF MEETING OF SANITARY AND IMPROVEMENT DISTRICT NO.494 OF DOUGLAS COUNTY, NEBRASKA A meeting of the Board of Trustees of Sanitary and Improvement District No. 494 of Douglas County, Nebraska, was convened in open and public session at 1:00 p.m. on the 11th day of May, 2023, at 10250 Regency Circle, Suite 300, Omaha, Nebraska. Present were: Charles W. Buell, Gary L. Shipley, Richard L. Wilson, Roger L Motz and Dean T. Hokanson, Ill. Also, in attendance was Mark LaPuzza, attorney for the District. Absent: None. Notice of the meeting was given in advance thereof by publication in The Daily Record, on May 5, 2023, 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. It was first 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 next order of business was discussion regarding roads and culverts in the District. Corky Buell noted that the last of currently scheduled work had been performed shortly before the meeting. These areas will continue to be monitored. The next order of business was discussion regarding the funds of the District held by the Douglas County Treasurer's Office. Roger Motz noted that D.A. Davidson, the fiscal agent of the District, noted certain reserve funds of the District relating to the District's previous Chapter 9 reorganization were being held in a separate fund by the Douglas County Treasurer. The reorganization having been finalized and closed, there is no reason for such funds to continue to be held separately. The Trustees discussed it would be in the best interest of the District for such funds to be transferred to the general fund of the District. After discussion and upon a motion duly made and seconded, and upon a roll call vote, the Trustees, Charles W. Buell, Gary L. Shipley, Richard L. Wilson, Roger L Motz and Dean T. Hokanson, III voted "Aye"with none voting "Nay"with the following resolution being thereby adopted and approved: RESOLVED, that the Board of Trustees of the District hereby directs the Douglas County Treasurer to transition any funds being held in any account related to the District reorganization into the general fund of the District. RESOLVED FURTHER that D.A. Davidson is hereby authorized and directed to communicate with the Douglas County Treasurer as necessary to request and complete the transfer. The next order of business was discussion regarding four properties which are scheduled to be sold at auction by the Douglas County Sheriff at the direction of the Omaha Municipal Landbank and Douglas County Attorney's office. There was first a discussion regarding the effect of the auctions. The Trustees were informed that, in the event the properties are purchased by a bidder, the District will be made whole for all outstanding special assessments. However, if there are no bids, the properties will transition to the control of the Land Reutilization Commission at which time the properties can be sold without any payment to the District. The potential for this scenario had been discussed many times in the past, but this was the first opportunity which the Trustees considered that the District might place a bid on such properties. The first two properties discussed were 2512 N. 138th Street and 2516 N. 138th Street. Corky Buell presented that these lots were originally the location of the District water well and other operating equipment related to the well. The Trustees discussed that the complexity of the history of the well lots had an impact on the potential value and marketability such that the potential net income from such sales was uncertain, after all sale expenses, to create substantive value to the District. After extensive discussion among the Trustees, there was a general agreement that the District would not receive significant benefit from the purchase of such properties. After a motion duly made and seconded, and upon a roll call vote, the Trustees, Charles W. Buell, Gary L. Shipley, Richard L. Wilson, Roger L Motz and Dean T. Hokanson, Ill voted "Aye" with none voting "Nay" with the following resolution being thereby adopted and approved: RESOLVED, that the District shall not place any offer of purchase for the auction of the properties located at 2512 N. 138th Street and 2516 N. 138th Street. The next order of business was discussion regarding the Sheriff's sale of the property located at 13612 Ohio Street. The Trustees discussed that this was a lot located on pavement and buildable based upon all information by the Trustees. It was discussed that the opening bid for the property was expected to be approximately $41,281.00. Of this amount, approximately $11,985.00 would be payable to parties other than the District. As the District would be able to submit a credit for such property, the District would be required, at a later time, to produce the difference between the District special assessments and the bid price. Special assessments payable to the District, including principal and interest, total approximately $29,295.94. The Trustees discussed it would be far preferable to the District that such lot be sold to a third party at Sheriff's sale as such a sale would produce payment to the District in full of all outstanding special assessments. In the absence of such a bid, however, the District considered that the difference between the out-of-pocket amount to the District and the fair market value of the property appeared to warrant consideration of bidding. Although the value of the property is not specifically known at this time, the Trustees discussed a general expectation that the fair market value of the property was approximately $30,000.00 to $35,000.00. This was based upon recent sales of other similar properties in the District in private sales not involving the District. The Trustees acknowledge that the true value of the lot is unknown. However, the consensus of the Trustees was that the property could be sold for significantly more than the out-of-pocket purchase price, allowing the Trustees the opportunity to protect the rights of the District to payment. Roger Motz noted that he intended to abstain from voting with respect to this lot. He noted that the lot was near his personal residence and other properties which he owns and he might, in the future, have an interest in purchasing the property. In order to avoid the appearance of impropriety, he would abstain from any vote on the purchase of the property by the District. After a motion duly made and seconded, and upon a roll call vote, the Trustees, Charles W. Buell, Gary L. Shipley, Richard L. Wilson and Dean T. Hokanson, Ill voted "Aye" with Roger Motz abstaining from the and none of Trustees voting "Nay"with the following resolution being thereby adopted and approved: RESOLVED, that the District hereby elects to place a minimum bid at the Sheriffs sale of the property located at 13612 Ohio Street in the event that there are no other bidders for the property. RESOLVED FURTHER, that Mark LaPuzza is hereby authorized and directed to place such bid on behalf of the District and take such further action as reasonably necessary, following such bidding to arrange for confirmation of the sale and obtain title to the property. The next order of business was discussion regarding the property located at 12507 N. 138th Street. The Trustees discussed that the opening bid for such property is expected to be approximately $44,331.27, with the out-of-pocket cost to the District being approximately$15,718.73 after accounting for special assessments due to the District in the approximate amount of$23,612.00. There was significant discussion regarding the value of this property. It was specifically discussed that the size and orientation of the lot was such that the viability of the lot for residential construction was a concern. Additionally, trees on the property would need to be removed at significant expense. The Trustees generally discussed that the value of the property likely exceeded the out-of-pocket cost to the District for the initial purchase, but that the costs of sale and potential property improvements in preparations made the prospect of any net recovery to the District uncertain. After a motion duly made and seconded, and upon a roll call vote, the Trustees, Charles W. Buell, Gary L. Shipley, Richard L. Wilson, Roger L Motz and Dean T. Hokanson, Ill voted "Aye"with none voting "Nay"with the following resolution being thereby adopted and approved: RESOLVED, that the District shall not place any offer of purchase for the auction of the properties located at 12507 N. 138th Street. The next order of business was discussion regarding the sale of two lots held in the inventory of the Land Reutilization Commission (the "LRC"). The Trustees discussed that the property located at 13611 Ohio Street had approximately $34,334.00 in specials outstanding and payable to the District. The District has tentatively been given the opportunity to purchase such lot for $5,000.00 out-of-pocket. An offer has been received by the LRC which, if the District consented, would provide $15,000.00 in payment to the District and an additional $6,000.00 in payment to the LRC. This offer was submitted by Pat Earl to the LRC. The next order of business was discussion regarding the property located at 2530 N. 137th Street which the Trustees discussed had approximately $31,881.00 in specials outstanding and payable to the District. The District has tentatively been given the opportunity to purchase such lot for $5,000.00 out-of- pocket. An offer has been received by the LRC which, if the District consented, would provide $15,000.00 in payment to the District and an additional $5,000.00 in payment to the LRC. This offer was submitted by Mark Abboud to the LRC. It was discussed that the foreclosure of these properties by previous Sheriff's sale had been brought into question due to notice deficiencies and that the District had retained its rights to collect special assessments. For this reason, the LRC has notified bidders that any bids for the purchase of the property would require payment in full of outstanding special assessments to the District. Other lots have sold under these requirements. However, for the two lots presently being considered for sale, the LRC had received bids that would require the District to compromise the outstanding special assessments owed in exchange for the discounted payment amounts in those offers. There was then an extended discussion regarding the nature and use of the lots, the feasibility for residential construction and other matters affecting the desirability and value of such lots. The Trustees also discussed the process by which the sale of the lots would need to be contemplated including, without limitation, building requirements, timing restrictions, penalties and repurchase rights. The Trustees also • discussed the expected use of the properties by the proposed purchasers. The offer received from Pat Earl, if accepted, was likely to result in the landscaping and maintenance of the property but not construction of a new residential structure, as the property was contiguous to other owned by Pat Earl. The intended use of the lot sought by Mark Abboud was expected to be residential construction as he has built and sold other houses within the development. The Trustees discussed it would be necessary and appropriate for the Trustees to consider a response to the offers received. The Trustees discussed that such matters involving negotiation and strategy were best considered in an executive session. Upon a motion duly made and seconded and upon a roll call vote, all the Trustees, Charles W. Buell, Gary L. Shipley, Richard L. Wilson, Roger L Motz and Dean T. Hokanson, III voted "Aye"with none voting "Nay"thereby adopting the following resolution: RESOLVED that, as of 2:10 p.m., the meeting moved into executive session for the express purpose of discussing a response to offers on LRC lots. At 2:23 p.m., the public meeting of the Board of Trustees of Sanitary and Improvement District No. 494 of Douglas County, Nebraska was reconvened. It was then 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. After the public session of the meeting was reopened, Mark LaPuzza exited the meeting room to invite any members of the public to rejoin the meeting. Finding none, the meeting commenced. The next order of business was discussion regarding the proposals from the LRC and bidders related to 13611 Ohio Street and 2530 N. 137th Street. The Trustees discussed that neither offer of compromise is acceptable in light of the value of the lots. After a motion duly made and seconded, and upon a roll call vote, the Trustees, Charles W. Buell, Gary L. Shipley, Richard L. Wilson, Roger L Motz and Dean T. Hokanson, III voted "Aye" with none voting "Nay" with the following resolution being thereby adopted and approved: RESOLVED, the District rejects the proposed offers of compromise from the LRC related to the properties located at 13611 Ohio Street and 2530 N. 137th Street. RESOLVED FURTHER that Mark LaPuzza is hereby authorized and directed to notify the LRC of the decision of the District and to notify the LRC that, in the absence of an offer of payment in full the District is ready, willing, and able to purchase each property at the previously negotiated purchase price of$5,000.00 per lot. There were next presented miscellaneous bills, invoices, statements, and recommendations for the Board's consideration. There was next presented an invoice from Valley Corporation, Invoice #26781, in the amount of Nine Hundred Ninety-Six and 07/100 Dollars ($996.07). There was next presented an invoice from Lutz & Company, PC, for professional services rendered, Invoice#322184, in the amount of Three Hundred Thirty and no/100 Dollars ($330.00). There was next presented an invoice from One Call Concepts, Inc., for line locates within the District, Invoice #3031023, in the amount of Four and no/100 Dollars ($4.00). The Board was next reminded that it has a credit balance in the amount of Forty-Seven and 88/100 Dollars ($47.88), so no payment is due at this time. There were next presented invoices from Corky Buell, for maintenance of roads, as follows: (i) Invoice#2639, in the amount of Two Hundred and no/100 Dollars ($200.00), and (ii) Invoice#2642, in the amount of Seven Hundred Eighty-Seven and 50/100 Dollars ($787.50); said invoices being in the aggregate amount of Nine Hundred Eighty-Seven and 50/100 Dollars ($987.50). There was next discussion concerning Jeff Melies'work performed in clearing and removing trees and brush. The Board received Invoice #1273, from Jeff Melies, in the amount of Fourteen Thousand Four Hundred Fifty and no/100 Dollars ($14,450.00). The Board was next reminded that on September 15, 2022, the District had prepared and approved General Fund Warrant Nos. 1532 through 1534, in the aggregate amount of Fourteen Thousand Three Hundred Seventy-Five and no/100 Dollars ($14,375.00). The Board requested that those Warrants be held until the work had been completed and those warrants have since been released to D.A. Davidson & Co for processing and payment. With the presentation of this invoice, the Board agrees that the additional Seventy-Five and no/100 Dollars ($75.00) is due to Jeff Melies. There was next presented a statement from Pansing Hogan Ernst & Bachman LLP, attorneys for the District, for legal service performed through April 30, 2023, in the amount of Six Thousand Four Hundred Eighteen and no/100 Dollars ($6,418.00), and costs advanced in the amount of Fifty-Two and 40/100 Dollars ($52.40); said statement being in the aggregate amount of Six Thousand Four Hundred Seventy and 40/100 Dollars ($6,470.40). There was next presented an invoice from Moore's Concrete Construction, Inc., for road work SRM and loader, Invoice#1-494-23, in the amount of Five Hundred Forty and no/100 Dollars ($540.00). 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. 494 of Douglas County, Nebraska, that the Chairman and Clerk be and they hereby authorized and directed to execute and deliver Warrant Nos. 1553 through 1559 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 six percent (6%) per annum and to be redeemed no later than May 11, 2026, 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. 1553, for the amount of Nine Hundred Ninety-Six and 07/100 Dollars($996.07), payable to Valley Corporation. Warrant No. 1554, for the amount of Three Hundred Thirty and no/100 Dollars($330.00), payable to Lutz&Company, PC. Warrant No. 1555, for the amount of Nine Hundred Eighty-Seven and 50/100 Dollars ($987.50), payable to Corky Buell. Warrant No. 1556, for the amount of Seventy-Five and no/100 Dollars ($75.00), payable to Jeff Melies. Warrant No. 1557, for the amount of Five Thousand and no/100 Dollars ($5,000.00), and Warrant No. 1558, for the amount of One Thousand Four Hundred Seventy and 40/100 Dollars ($1,470.40), payable to Pansing Hogan Ernst& Bachman LLP. Warrant No. 1559, for the amount of Five Hundred Forty and no/100 Dollars ($540.00), payable to Moore's Concrete Construction, Inc. FURTHER RESOLVED by the Board of Trustees of Sanitary and Improvement District No. 494 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. 494 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. 494 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 BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK— SIGNATURES APPEAR ON THE FOLLOWING PAGE] The Chairman 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. Gary L. Shipley, as Clerk for Sanitary and Improvement District No. 494 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 May 11, 2023 meeting. / 7-7 Gary L.6.5hipley, Clerk 7- i