MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS

 

                        OF THE

 

                        ARABIAN ACRES METROPOLITAN DISTRICT

 

                        Held: Friday, April 11, 2003 at 7:00 p.m. at 400 Midland Street, Suite 222, Woodland Park, Colorado.

 

Attendance

The regular meeting of the Board of Directors of the Arabian Acres Metropolitan District was called and held as shown above and in accordance with the statutes of the State of Colorado.  The following Directors were in attendance:

 

Kenneth R. Rupp

Dennis S. Yoder

Alan L. Jordan

Gene L. Billings

David J. Biondo

 

Also present were Kim J. Seter and Joan M. Fritsche, Seter & Vander Wall, P.C.; Dave Stanford and Beth Elzas, AquaTest, Inc.; and John McGinn, JDS Hydro Consultants, Inc.

 

 

Call to Order

Director Rupp noted that a quorum of the Board was present and called the regular meeting of the Board of Directors of the Arabian Acres Metropolitan District to order.

 

 

Disclosure Matters

Mr. Seter advised the Board that written disclosures had been filed with regard to any potential conflicts of interest and that pursuant to Colorado law; certain disclosures may be required prior to taking official action at the meeting.  The Board reviewed the agenda for the meeting, following which each Board member disclosed their conflicts of interest, stating the fact and summary nature of any matters, as required under Colorado law, to permit official action to be taken at the meeting.  The Board determined that the participation of the members present was necessary to obtain a quorum or otherwise enable the Board to act. 

It was noted in particular that Director Rupp would have certain conflicts of interest with regard to using bond proceeds to purchase of the assets of Arabian Acres Water Co., LLC (“AAWC”), which is owned by Director Rupp’s parents. Director Rupp agreed that he would not participate in that portion of the meeting regarding the acquisition of AAWC assets.

 

 

Public Comment

No members of the public were present except as noted above.

 

 

Approval of Minutes

The minutes of the special meeting of the Board of Directors held April 4, 2003 were read, and upon motion duly made, seconded and unanimously carried, were approved.

 

 

Financial Matters

 

Ms. Elzas reviewed the financial reports and payment of claims through April 30, 2003 which were accepted by the Board.  Ms. Elzas also outlined AquaTest’s monthly billing and payment procedure for the Board’s information.

 

 

Manager’s Report

Mr. Stanford reported that the system experienced unacceptable water quality readings due to bacterial growth in a fitting.  Once the source of the problem was located and corrected, the readings returned to normal.

 

 

Attorney’s Report

 

 

 

 

 

 

 

 

Mr. Rupp turned control of the meeting over to Acting President, Dennis Yoder concerning issuance of bond proceeds and acceptance of the AAWC company assets.

 

Bond Closing – Mr. Seter reported that the bond closing took place that morning as scheduled.  Of the $1,367,017.00 net bond proceeds, $1,231,557.50 was deposited in the Project Fund (including $75,000 for capitalized interest), $2,517.00 was deposited in the Bond Fund, and $132,942.5 was deposited in the Debt Service Reserve Fund.  

 

AAWC – Advance & Reimbursement – Mr. Seter informed the Board that Mr. and Mrs. Rupp agreed to a partial payment of $1,100,000 at this time for the conveyance of AAWC company assets, with the remaining sum of $62,854.00 owed under the Settlement Sheet and Advance and Reimbursement Agreement to be paid at the end of the calendar year.  Delaying payment of the remaining sum owed to the Rupps will allow the District to retain a sufficient balance in its Project Fund for emergencies and unexpected expenses until the District builds up a reserve fund.  Upon discussion, the Board approved the payment plan.

 

Water System Acquisition – Mr. Seter explained the purpose of each document comprising the conveyance of the AAWC water system and company assets to the District.  Following discussion, upon motion duly made, seconded and unanimously carried, the Board approved and executed the appropriate closing documents.

 

Director Yoder then returned the chairmanship of the meeting to Director Rupp.

 

Rules and Regulations – Ms. Fritsche asked the Board to review and comment on the text of the Rules and Regulations at this time because the Appendices to the Rules and Regulations are more technical in nature and require a more in-depth analysis and discussion between Mr. McGinn, Mr. Stanford and Mr. Rupp.  Following discussion, upon motion duly made, seconded and unanimously carried, the Board adopted Interim Rules and Regulations as presented, with the Tap Fee set at $6,000.  The Board determined to review the text of the Rules and Regulations, the Appendices and particularly the Rate and Fee Schedule at subsequent meetings.   One issue of particular concern to be discussed at a subsequent meeting is the ownership and maintenance of water meters.

 

 

Other Business

 

 

 

 

Website Posting – Upon motion duly made, seconded and unanimously carried, the Board approved the suggested meeting minutes disclaimer language and posting of approved meeting minutes on the AAPOA and THPOA websites.

 

 

Adjournment

There being no further business to come before the Board, and upon motion duly made, seconded and unanimously carried, the meeting was adjourned at 8:55 p.m.

 

 

 

                                                                                                                                                           

                                                                                    Secretary for the Meeting