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HomeMy Public PortalAbout12705 THE METROPOLITAN ST. LOUIS SEWER DISTRICT O R D I N A N C E NO. 12705 Adopted July 10, 2008 Relating to: TAX AND REVENUE ANTICIPATION NOTE SERIES 2008-A ____________________ O R D I N A N C E NO. 12705 AN ORDINANCE AUTHORIZING A TAX AND REVENUE ANTICIPATION NOTE IN CONNECTION WITH THE FINANCING OF CAPITAL IMPROVEMENTS WITHIN THE METROPOLITAN ST. LOUIS SEWER DISTRICT. 1. 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 and storm water system. 2. The District desires to construct a maintenance storage facility and to undertake storm water projects within the District, and is authorized under the provisions of the Charter to borrow money for such purposes in anticipation of the collection of taxes and revenues of the District 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 of the District for the year yet uncollected. 3. 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, 2009. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT, AS FOLLOWS: Section One: The Board of Trustees hereby approves and authorizes the borrowing of $5,000,000 pursuant to a promissory note titled “Tax and Revenue Anticipation Note, Series 2008-A” (the “Note”) with Bank of America, N.A. 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 District is hereby authorized to enter into and the Chairman of the Board of Trustees or the Executive Director of the District is hereby authorized and directed to execute and deliver, -2- for and on behalf of and as the act and deed of the District, the Note and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. The Secretary-Treasurer of the District is hereby authorized and directed to attest and affix the seal of the District to the Note and such other documents, certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Ordinance. Section Three: The District hereby appropriates $10,000 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: Pursuant to the Charter, this Ordinance constitutes an appropriation ordinance and shall take effect immediately and be in full force after its passage by the Board of Trustees. The foregoing Ordinance was adopted July 10, 2008. -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 EXHIBIT A FORM OF NOTE Page 1 of 2 TAX AND REVENUE ANTICIPATION NOTE SERIES 2008-A $5,000,000 July __, 2008 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 BANK OF AMERICA, N.A., or order (the “Bank”), Five Million Dollars ($5,000,000) on June 15, 2009 (the “Maturity Date”), and to pay interest thereon at the Interest Rate (defined below) (computed on the basis of the actual number of days in the interest period over a 360-day year), on October 15, 2008, January 15, 2009, April 15, 2009 and on the Maturity Date, out of funds derived from taxes and other revenues of the District for the year ending June 30, 2009 (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. This Note is subject to optional prepayment by the District on any Interest Rate Change Date (defined below) without premium or penalty. “Interest Rate” means 60.938% of the one-month LIBOR Rate (defined below), plus 70 basis points. The Interest Rate will initially be set at the current one-month LIBOR Rate effective the dated date of this Note (July __, 2008) and reset the first day of each month, or the next business day thereafter if such day is not a business day; provided that in no event shall the Interest Rate on this Note exceed the maximum rate permitted by law. “LIBOR Rate” means the rate of interest equal to the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”) with a term of one month, as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as selected by the Bank from time to time) as determined for each Interest Rate Change Date at approximately 11:00 a.m. London time two (2) business days prior to the Interest Rate Change Date, for U.S. Dollar deposits (for delivery on the first day of such interest period). If such rate is not available at such time for any reason, then the rate for that interest period will be determined by such alternate method as reasonably selected by the Bank. Any change in the Interest Rate resulting from a change in the LIBOR Rate shall become effective as of the opening of business on the Interest Rate Change Date. An “Interest Rate Change Date” is the first day of the month next succeeding the month in which the change in LIBOR Rate occurs. So long as Bank of America, N.A. is the sole owner of this Note, all payments made hereunder, at the request of Bank of America, N.A., shall be paid by automatic debit system. 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. Page 2 of 2 The District agrees to provide the Bank with audited financial statements of the District for the fiscal year ended June 30, 2008, within thirty days after the completion of such audit, but in no event later than 240 days following the end of such fiscal year. 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 may 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. THE METROPOLITAN ST. LOUIS SEWER DISTRICT By: Executive Director (SEAL) ATTEST: Secretary-Treasurer