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HomeMy Public PortalAbout12558 THE METROPOLITAN ST. LOUIS SEWER DISTRICT ORDINANCE NO. 12558 ____________________ Relating to: TAX AND REVENUE ANTICIPATION NOTE SERIES 2007-A ____________________ ORDINANCE NO. 12558 AN ORDINANCE AUTHORIZING A TAX AND REVENUE ANTICIPATION NOTE IN CONNECTION WITH THE FINANCING OF CAPITAL IMPROVEMENTS IN SUBDISTRICT NO. SEVEN OF THE RIVER DES PERES WATERSHED (WELLSTON AREA) OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT. WHEREAS, The Metropolitan St. Louis Sewer District (the “District”), a body corporate, a municipal corporation and a political subdivision duly organized and existing under the Constitution and laws of the State of Missouri and the District’s Charter (Plan), as amended, approved by the voters for its government (the “Charter”), owns and operates a revenue producing sanitary sewer system. WHEREAS, The District desires to make certain additions, extensions and improvements in Subdistrict No. Seven of the River Des Peres Watershed (Wellston Area) of the District, and is authorized under the provisions of the Charter to borrow money in anticipation of the collection of taxes and revenues for the fiscal year, provided that the amount of such loan shall at no time exceed ninety percent of the estimated collectible taxes and revenues for the year yet uncollected. WHEREAS, The District’s Secretary-Treasurer has certified that the aggregate principal amount of the note authorized hereunder does not exceed ninety percent of the District’s estimated collectible taxes and revenues yet uncollected for the fiscal year ending June 30, 2008. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT: Section One: The Board of Trustees hereby approves and authorizes the borrowing of $155,000 pursuant to a promissory note titled “Tax and Revenue Anticipation Note, Series 2007-A” (the “Note”) with [*Purchaser*] on the terms and at the rate set forth therein. The form of said Note is attached hereto and made a part hereof as Exhibit A. Section Two: The Executive Director of the District is hereby authorized, for and on behalf of the District, to execute in such form as may be required documents necessary to carry out the -2- purposes of this Ordinance, including but not limited to the Note and other appropriate evidence of such borrowing. Section Three: The District hereby appropriates an amount not to exceed Two Thousand Six Hundred Dollars ($2,600.00) from proceeds of the Note to pay costs of issuing the Note. Section Four: In case any one or more of the provisions of this Ordinance or of the Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Ordinance or of the Note, but this Ordinance and the Note shall be construed and enforced as if such illegal or invalid provision had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in this Ordinance or in the Note shall for any reason be held to be unenforceable or in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the District to the full extent that the power to incur such obligation or to make such covenant, stipulation or agreement shall have been conferred on the District by law. Section Five: This Ordinance shall be governed by and construed and enforced in accordance with the laws of the State and the Charter. Section Six: This ordinance, being an appropriation ordinance, shall take effect immediately upon its enactment. The foregoing Ordinance was adopted December 13, 2007. -3- THE METROPOLITAN ST. LOUIS SEWER DISTRICT By: Chairman of the Board of Trustees (SEAL) ATTEST: Secretary-Treasurer APPROVED AS TO FORM: Randy E. Hayman, General Counsel Page 1 of 3 EXHIBIT A FORM OF NOTE Page 2 of 3 TAX AND REVENUE ANTICIPATION NOTE SERIES 2007-A $155,000 ____________, 2007 St. Louis, Missouri FOR VALUE RECEIVED, THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the “District”), promises to pay, in lawful money of the United States of America, to UMB BANK, N.A., or order (the “Bank”), One Hundred Fifty Five Thousand Dollars ($155,000) on June 26, 2008 (the “Maturity Date”), and to pay interest thereon to the Maturity Date at the rate of 3.70% per annum (computed on the basis of the actual number of days in the interest period over a 360-day year), out of funds derived from taxes and other revenues of the District for the year ending June 30, 2008 (the “Fiscal Year”), upon due and proper endorsement and presentment hereof; provided, however, from and after the Maturity Date, any amount outstanding hereunder from time to time shall bear interest at the rate of 10% per annum until this Note and all interest due hereon is paid in full. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. If this Note shall be placed in the hands of an attorney or attorneys for collection, the District agrees to pay, in addition to the amount due hereon, the reasonable costs and expenses of collection, including reasonable attorneys’ fees. This Note is issued pursuant to the authority of the District’s Charter (Plan), as amended, approved by the voters for its government (the “Charter”) and an ordinance duly passed by the Board of Trustees of the District. This Note shall be governed by and construed and enforced in accordance with the Charter and the laws of the State of Missouri. The District shall be promptly advised in writing of any endorsement or assignment of this Note, and such endorsement or assignment shall be noted in the note register, which the District shall maintain to reflect the ownership of the Note. All parties to this Note, whether maker or endorser, hereby waive presentment for payment, demand, protest, notice or protest and notice of dishonor. The Bank ma y delay or forgo enforcing any of its rights or remedies under this Note without losing them. Time is of the essence under this Note. No provision of this Note may be waived, modified, discharged, or cancelled orally, but only in writing and signed by the party against whom enforcement of any waiver, modification, discharge or cancellation is sought. Pursuant to Section 432.047 of the Revised Statutes of Missouri, as amended, the District agrees that ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (the District) AND US (the Bank) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. Page 3 of 3 THE METROPOLITAN ST. LOUIS SEWER DISTRICT By: Executive Director (SEAL) ATTEST: Secretary-Treasurer