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R1694 R E S O L U T I O N NO. 1694 A RESOLUTION to direct the sale of Ten Million Dollars ($10,000,000), of Ninety-five Million Dollars ($95,000,000) authorized, bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District authorized at an election held in said subdistrict on the 6th day of November, 1962. BE IT RESOLVED by the Board of Trustees of The Metropolitan St. Louis Sewer District that Ten Million Dollars ($10,000,000), of Ninety-five Million Dollars ($95,000,000) authorized, bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, authorized at the special election held in said subdistrict on the 6th day of November, 1962, be offered for sale to the highest bidder therefor on Wednesday, the 11th day of January, 1984. BE IT FURTHER RESOLVED that said bonds be sold on sealed bids to be filed with the Secretary-Treasurer of this Board at the Offices of said Board, 2000 Hampton Avenue, St. Louis, Missouri, at or before the hour of 11:00 A.M., Central Standard Time, on the aforesaid date; each bid to be accompanied by a certified or cashier's check payable to the order of the Secretary-Treasurer of The Metropolitan St. Louis Sewer District in the amount of Two Hundred Thousand Dollars ($200,000) to evidence the good faith of the bidder, this Board of Trustees reserving the right to reject any or all bids submitted. BE IT FURTHER RESOLVED that bidders for said bonds shall be requested to designate in their bids the price they will pay for bonds bearing interest at a rate or rates likewise to be designated in their bids; provided, however, that each interest rate so designated shall be a whole multiple of one-eighth of one per centum (1/8 of 1%) or one-tenth of one per centum (1/10 of 1%) and that all bonds of the same maturity shall bear interest at the same rate. Any bid will be rejected which specifies interest rates the highest of which exceeds the lowest of which by more than two per centum (2%) per annum. BE IT FURTHER RESOLVED that in determining the best bid submitted, the Board will take into consideration the lowest net interest cost to the District in dollars. BE IT FURTHER RESOLVED that the Secretary-Treasurer be and is hereby authorized and directed to give notice of the sale of said bonds by mailing to interested banks, bond houses and investment bankers in the State of Missouri or elsewhere a notice in substantially the following form: NOTICE OF BOND SALE $10,000,000 (Fifth Offering of $95,000,000 Authorized) MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT, MISSOURI GENERAL OBLIGATION SEWER BONDS Sealed proposals will be received by the Board of Trustees of The Metropolitan St. Louis Sewer District, Missouri, at its offices, 2000 Hampton Avenue, St. Louis, Missouri, 63139, until the hour of 11:00 A.M., Central Standard Time, on Wednesday, the 11th day January, 1984, at which time said bids will be publicly opened for the purchase, at not less than par and accrued interest, of the above bonds of said subdistrict. Said bonds are to bear date of February 1, 1984, are to be of the denomination of Five Thousand Dollars ($5,000) each, or any whole multiple thereof (the denomination of each bond to be designated by the holder or holders thereof), and shall bear interest at a rate or rates, not exceeding fourteen per centum (14%) per annum, 3 to be determined pursuant to the sale of said bonds, payable August 1, 1984, and semi-annually thereafter on February 1 and August 1 in each year. Said bonds shall be issued in fully-registered form, shall be payable, both as to principal and interest, at or by the Mercantile Trust Company National Association, St. Louis, Missouri (which will serve as bond registrar, paying agent and transfer agent); and shall mature serially, without option of prior payment, on February 1 in each of the years as follows: Year Amount Year Amount 1988 $ 525,000 1994 $ 825,000 1989 550,000 1995 900,000 1990 600,000 1996 975,000 1991 650,000 1997 1,075,000 1992 725,000 1998 1,150,000 1993 775,000 1999 1,250,000 In the opinion of Counsel, these bonds will be payable, both as to principal and interest, from ad valorem taxes which may be levied, without limit as to rate or amount, upon all taxable, tangible property within the territorial limits of the subdistrict. Bidders are requested to designate in their bids the price they will pay for bonds bearing interest at a rate or rates likewise to be designated in their bids. A single rate of interest will not be considered to be a different rate regardless of the sequence of the maturities for which it is designated. All bonds of the same maturity shall bear interest at the same rate, which shall be a whole multiple of either one-eighth of one per centum (1/8 of 1%) or one-tenth of one per centum (1/10 of 1%). Any bid will be rejected which specifies interest rates the highest of which exceeds the lowest of which by more than two per centum (2%) per annum. Proposals should be addressed to the Board of Trustees and should be filed with the Secretary-Treasurer of the Board on or prior to the date and hour hereinabove named. Each bid must be accompanied by a certified or cashier's check, payable to the Secretary-Treasurer of the District, in the amount of Two Hundred Thousand Dollars ($200,000), to evidence the good faith of the bidder. Proposals tendered by mail should be addressed to the Board of Trustees of The Metropolitan St. Louis Sewer District, 2000 Hampton Avenue, St. Louis, Missouri, 63139, and should be plainly marked "PROPOSAL FOR BONDS". It is the intention of the Board of Trustees to determine which of the bids submitted is the highest on the basis of the lowest total interest cost over the life of the issue, less the premium, if any, specified in the bid, and to award the bonds on the basis of the lowest net interest cost to the District in dollars. 4 The Board of Trustees reserves the right to reject any or all bids, and all bids must be made on the form supplied by the undersigned. 5 These bonds are offered subject to the unqualified approval of the legality thereof by the law firm of Charles and Trauernicht of St. Louis, Missouri. The District will pay the legal fees and will pay for the printing of the bonds (including the printing thereon of the legal opinion, if desired by the purchaser). If the purchaser so desires, a CUSIP identification number may be printed upon the face of each bond; however, any charge made by the CUSIP Service Bureau for assigning such number shall be paid by the purchaser. The purchaser shall assume full responsibility for the accuracy of such printing, and absent or incorrect CUSIP numbers shall not constitute a ground for the purchaser to refuse to accept delivery of any or all of the bonds when tendered by the District. Delivery of the bonds will be made to the purchaser within forty-five (45) days after the date of sale, in the City of St. Louis, Missouri, the City of Chicago, Illinois or the City of New York, New York, without cost to the purchaser. Delivery elsewhere will be made at the expense of the purchaser. Should the District fail to tender said bonds for delivery on or before the expiration of forty-five (45) days after the date of sale, the purchaser shall have the right to cancel the contract of purchase of said bonds and to have the good faith check accompanying the contract promptly returned. Copies of the official Notice of Bond Sale, Bid Form and Official Statement may be obtained from the Secretary-Treasurer of the Board of Trustees. By order of the Board of Trustees this 23rd day of November, 1983. WILLIAM R. STAMM, Secretary-Treasurer, Board of Trustees The Metropolitan St. Louis Sewer District 6 BE IT FURTHER RESOLVED that the Secretary-Treasurer shall attach to each copy of the aforesaid notice a financial statement showing the assessed valuation of taxable, tangible property within the subdistrict, the population of the subdistrict and such other data as prospective bidders for said bonds reasonably might be expected to require. BE IT FURTHER RESOLVED that the Secretary-Treasurer of this Board shall cause notice of the sale of said bonds, in substantially the form hereinabove set forth, to be published one (1) time in The Bond Buyer, a financial journal published in the City of New York, New York, which said publication shall be made not less than ten (10) days prior to the date set for the sale of said bonds. The said notice also shall be published on the 28th day of December, 1983 (a date at least ten (10) days prior to the aforesaid date of sale), in the St. Louis Post-Dispatch and in the St. Louis Globe-Democrat, newspapers of general circulation published in The Metropolitan St. Louis Sewer District and in said subdistrict. BE IT FURTHER RESOLVED that the bidding form to be used in bidding for the aforesaid bonds shall be substantially as follows: 7 PROPOSAL FOR THE PURCHASE OF $10,000,000 (FIFTH OFFERING OF 495,000,000 AUTHORIZED) GENERAL OBLIGATION SEWER BONDS OF THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT ____________, 1984 To the Board of Trustees of The Metropolitan St. Louis Sewer District 2000 Hampton Avenue St. Louis, Missouri 63139 Gentlemen: For Ten Million Dollars ($10,000,000) (Fifth Offering of Ninety-five Million Dollars [$95,000,000] authorized), par value, General Obligation Sewer Bonds of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District, Missouri, bearing interest at the rate or rates specified below, we will pay you ______________________________________________ ($___________) and accrued interest to the date of delivery of said bonds to us. The said bonds shall bear interest as follows: Maturities Interest Rates It is hereby represented that the gross interest cost, computed upon the above-specified rate or rates of interest, will be $___________, that the net interest cost (deducting premium, if any) will be $____________ and that the average interest rate will be _____ %. It is understood and agreed by the undersigned that, if there be any discrepancy as between the actual interest cost or average interest rate computed upon the rate or rates of interest above specified and the interest cost or average interest rate figures hereinabove set forth, the interest rate or rates above specified and the actual interest cost or average interest rate computed upon said rate or rates shall prevail. This proposal is subject to all of the terms and conditions of the Notice of Bond Sale, which by this reference is hereby made a part 8 hereof. A certified or cashier's check in the amount of Two Hundred Thousand Dollars ($200,000), payable to The Metropolitan St. Louis Sewer District, accompanies this proposal as evidence of good faith, and said check shall be returned to the undersigned if this bid be not accepted or if the District should fail to deliver the said bonds to the undersigned in accordance with the terms of this bid; otherwise, said check shall be held by the District and shall be applied as and when the bonds are delivered and paid for under the terms of this bid, as part payment therefor, or be applied as and for liquidated damages in the event that the undersigned fails to take up and pay for said bonds. This bid is for immediate acceptance. ______________________________ ______________________________ (NOTE: No addition to or alteration in this proposal is to be made, and any erasure may cause a rejection of the bid. Bids must be filed with the Board of Trustees of The Metropolitan St. Louis Sewer District, sealed, at or prior to 11:00 A.M., Central Standard Time, on Wednesday, the 11th day January, 1984.) ACCEPTANCE The above proposal accepted by resolution of the Board of Trustees of The Metropolitan St. Louis Sewer District, Missouri, and receipt of the within-mentioned check hereby acknowledged this ______ day of January, 1984. ______________________________ Chairman, Board of Trustees Attest: ______________________________ Secretary-Treasurer, Board of Trustees (SEAL) 9 BE IT FURTHER RESOLVED that the Secretary-Treasurer shall attach a copy of the aforesaid notice to each copy of the aforesaid bidding form, to the end that each notice of sale, wherein the details of the issue are set forth, may be accompanied by the form upon which a bid for the bonds may be made. The foregoing Resolution was adopted November 23, 1983.