MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS

OF THE

ARABIAN ACRES METROPOLITAN DISTRICT

Held: Friday, April 4, 2003 at 7:00 p.m. at 400 Midland Street, Suite 222, Woodland Park, Colorado.

Attendance	The special 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, AquaTest, Inc., and Alan Matlosz of George K. Baum & Company; and, Erin Goff of Holme, Roberts & Owen, District’s Bond Counsel.
Call to Order	Director Rupp noted that a quorum of the Board was present and called the special 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 the proceedings concerning approval of the Bond Resolution because a portion of the bond proceeds would be used by the District to purchase the water system of Arabian Acres Water Co., LLC which is owned by Director Rupp’s parents. Director Rupp agreed that he would not participate in that portion of the meeting and would abstain from voting on the Bond Resolution.
Public Comment	No members of the public were present except as noted above.
Approval of Minutes	The minutes of the regular meeting of the Board of Directors held February 14, 2003 were read, and upon motion duly made, seconded and unanimously carried, were approved.
Financial Matters	Ms. Fritsche explained that the District was formed in 2002. Accordingly, a request for exemption from the statutory audit requirements would be necessary. Upon motion made, seconded and unanimously carried, the request for exemption from audit was approved and executed.
Liability Insurance Abstention of Director Rupp	The District discussed the benefits of obtaining its insurance through the Special District Liability Pool and the need to enter into an Inter-Governmental Agreement with the other pool members as a condition of pool participation. Upon motion made, seconded and unanimously carried, the Board approved entering into the IGA between the District and Colorado Special Districts Property and Liability Pool. Upon motion made, seconded and unanimously carried the Board approved the Resolution re Participation in Colorado Special Districts Property and Liability Pool. Director stated to the Board and those present that he had a conflict of interest or potential conflict of interest with regard to the next agenda item. Director Rupp stated that he would not participate in discussion or vote on agenda item 7. Mr. Rupp then turned control of the meeting over to Acting President, Dennis Yoder. Mr. Yoder then took questions and began discussion of Agenda item 7.
Approval of Resolution Authorizing Issuance of Arabian Acres Metropolitan District $1,425,000 Limited Tax General Obligation Bonds, Series 2003	Mr. Matlosz discussed the rate of 6.49% obtained as the underwriter for the bonds and the fact that this was a little higher than anticipated. He described the documents remaining to be signed and the process leading to the closing of the bonds. Ms. Goff distributed copies of the Resolution Authorizing Issuance of the Arabian Acres Metropolitan District $1,425,000 Limited Tax General Obligation Bonds, Series 2003. A discussion was had concerning the Resolution, the Bonds and the procedural aspects of issuing bonds. Whereupon, the Board entered into proceedings as set forth in the Certified Record of Proceedings concerning Adoption of the Bond Resolution which was approved upon motion made, seconded and unanimous approval of the acting Directors. The motion was made by Director Billings and seconded by Director Jordan. Director Rupp did not participate.
Consideration and/or approval of other agreements, documents, notices, certificates and writings as may be necessary to complete the District’s $1,425,000 Limited Tax General Obligation Bonds, Series 2003	Ms. Goff distributed additional agreements that were authorized for execution by the Board in the proceedings that appear as the Certified Record of Proceedings concerning the Resolution Authorizing Issuance of the Bonds.
Manager’s Report	Mr. Stanford reported that the system was operating very well.
Attorney’s Report	Ms. Fritsche requested re-execution of the Asset Purchase Agreement with the Arabian Acres Water Co., LLC because the water rights being purchased were now defined and the disclosures from the Water Company had allowed completion of all exhibits. Director Yoder then returned the chairmanship of the meeting to Director Rupp at 8:30 p.m.
Other Business	Director Billings discussed his exploration of the District Website and the desire to Post Approved Meeting Minutes. The Board approved the sum of $139.00 for the set-up and fee for the website for the year 2003 and authorized Mr. Billings to proceed. Ms. Fritsche distributed a proposed disclaimer to be included on the website with the posted minutes giving notice that the official minutes are available at the District office.
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