MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS

OF THE

ARABIAN ACRES METROPOLITAN DISTRICT

Held: Friday, February 16, 2007 at 7:30 p.m. at 4455 Fountain Avenue, Cascade, CO.

Attendance	The regular meeting of the Board of Directors of the Arabian Acres Metropolitan District was called and held in accordance with the statutes of the State of Colorado. The following Directors were in attendance: Radford K. Walker (arrived 7:45 p.m.)[indicate in the body of the minutes when Radford arrived] Dennis Yoder David J. Biondo Sandy D. Zuniga Also present: Terry Malcom, District Administrator; Joan Fritsche, Foster Graham Milstein & Calisher, LLP; Roger Migchelbrink, ECO Resources; Ken Rupp, the District’s private consultant; Charles Hallam, District resident and candidate for Board of Director’s position; and Alan Matlosz, George K. Baum & Company.
Call to Order	Upon motion duly made, seconded and unanimously carried, Director Zuniga was appointed Acting President until the arrival of Director Walker. Director Zuniga noted that a quorum was present and called the regular meeting of the Board of Directors of the Arabian Acres Metropolitan District to order at 7:30 pm.
Disclosure Matters	Director Zuniga asked the Board to confirm that no changes have occurred to any of the Directors’ interests that warrant amending the written disclosures on file with the Secretary of State’s Office with regard to any potential conflicts of interest. 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.
Public Comment	No public comment was received.
Approval of Minutes	The minutes of the regular meeting of the Board of Directors held January 19, 2007 were read. No changes were made. Upon motion duly made, seconded and unanimously carried, the minutes were approved. Secretary Zuniga signed a copy of the minutes for the District’s formal records.
Nomination of New Board Member	Verification was made that the notice of a Board vacancy was published in the Gold Rush, more than 10 days prior to today’s meeting, as per statute. Director Zuniga noted that Charles Hallam appears to meet the qualifications of an eligible elector of the District and has expressed interest in being appointed to the Board. Director Biondo nominated Chuck Hallam to fill the vacancy existing on the Arabian Acres Board of Directors due to Gene Billings resignation. Upon motion duly made, seconded and unanimously carried, Mr. Hallam was appointed to the Board of Directors for the Arabian Acres Metropolitan District for the term ending in May, 2010. Mr. Hallam will be required to run for office in May, 2008 for the remainder of his term. Mr. Hallam accepted and was sworn in by Director Walker.
Meeting with System Operator (ECO Resources)	Discussion ensued regarding the frozen main at 67 Deer Ridge Trail. There is a need to thaw the main and also have the access to Well #6 plowed at the same time (to give Black Mountain Drilling access). Mr. Rupp has volunteered to help coordinate the unfreezing of the main. A motion was made by the Board to approve up to $2,500 for Ken to work with contractors to thaw the main and plow to well #6. Upon motion duly made, seconded and unanimously carried, the motion was approved. The District Board Members reviewed the Operators Report. ECO Resources was represented at this month’s meeting by Mr. Migchelbrink. Discussion ensued regarding the Operator’s Report from ECO Resources and Mr. Migchelbrink stated that the Operator’s Report would be sent to the Board by the Monday before the Board meeting, each month. He also requested a list of 11 more meters that need to be replaced. Mr. Malcom will furnish that to ECO Resources. ECO has also promised to get a date for the tank maintenance from Liquid Engineering. There then ensued a discussion regarding Board concerns with ECO Resources timeliness, responsiveness, and performance including a review of specific concerns addressed by the Board in the February 8, 2007, E-mail to ECO Resources. Mr. Migchelbrink responded acknowledging the basis for some of the concerns and disagreeing on others. Both the Board and Mr. Migchelbrink agreed that better communications were needed between the Board and ECO Resources. ECO says that E-mail communication is best unless it is urgent, then a phone call is preferred. Director Biondo requested E-mail communication. Director Yoder suggested that every two months, that the District’s Representative, Director Biondo and ECO resources’, Mr. Migchelbrink get together in a face-to-face meeting to discuss progress and any pending issues. Mr. Migchelbrink has expressed a desire to purchase the level sensor Milltronics components and transducer from the District, this equipment is of no use to the District because of damage and its being fazed out. A motion was made to sell the level sensor Milltronics components and transducer to Mr. Migchelbrink for $300. A discussion ensued and a caution from Mr. Rupp that the removal of the parts needs to be done very carefully as to not cause any damage to the system. Upon motion duly made, seconded and unanimously carried, the motion was approved.
Water Revenue Refunding Bonds, Series 2007	Mr. Matlosz explained the structure of the water revenue refunding bonds to the Board of Directors. Mr. Matlosz then reviewed the bond resolution and other bond offering documents and related information with the Board. Following review of the documents and discussion, motion was duly made, seconded, and carried, the motion was approved with four Directors in agreement and Director Zuniga abstaining approving a resolution authorizing the issuance by Arabian Acres Metropolitan District, Teller County, Colorado, of its Water Revenue Refunding Bonds, Series 2007, for the purpose of refunding the District’s outstanding Limited Tax General Obligation Bonds, Series 2003, in the principal amount of $1,425,000 at a lower interest rate; paying the costs of issuance of the bonds; providing for the imposition of rates and charges sufficient to pay the bonds; providing for the imposition of ad valorem property taxes to pay the bonds subject to certain limitations, providing the form of the bonds and other details in connection therewith; and approving other documents relating to the bonds. The Board approved a parameters resolution, giving the President the authority to sign necessary documentation on behalf of the District at the time of Bond Closing. The Board members requested Director Walker communicate with all Board members the basic terms of the final version of the proposed new bond issue.
District Administrator Issues	The District Administrator’s Report was handed out to all Board members. A required Public Education letter about the lead levels will be mailed with the next set of bills that go out to customers. Mr. Malcom reported that this was not a billing month. There were four accounts of which water service was shut off and six accounts were in foreclosure/bankruptcy. There were adjustments on eleven items due to the due date falling on a weekend and Mr. Malcom opening the mail on the following workday. Mr. Malcom mentioned that he put together the information requested from Mason Russell, the auditor but they required a General Ledger. Mr. Malcom has the General Ledger for the Operations side but not for the Bond and Banking information. He suggested we get all the pieces together and give it to Dawn Shilling, the accountant, to compile in the correct format for the auditors. Discussion ensued regarding paying of the extra fees claimed by ECO Resources for services beyond those included in their baseline contract price. These fees claims concerned extra fees included in the billings submitted by ECO Resources for the months of September and October, 2006, totaling $1094.00 and $912.50, respectively. A motion was made to pay these back bills minus line item 6 on the September bill of $46.50. Upon motion duly made, seconded, and unanimously carried, the motion was approved.
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 11:08 p.m. Next Meeting: March 16, 2007
	_________________________________________ Secretary for the Meeting