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R1745 R E S O L U T I O N NO. 1745 awarding the bid for the purchase of $9,020,000 principal amount of the General obligation Sewer Refunding Bonds, Series A 1985, and $15,000,000 principal amount of the General Obligation Sewer Bonds, Series B 1985 of the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District; ratifying the acts of the administration and staff of the District in connection with the sale of said Bonds; authorizing the issuance and form of said Bonds; and authorizing the Executive Director, the Chairman of the Board of Trustees, and the Secretary-Treasurer of the District to execute said Bonds and other necessary documents. WHEREAS, The Metropolitan St. Louis Sewer District was created pursuant to a Plan adopted by the voters of the City of St. Louis and of St. Louis County, Missouri, at a special election held on Tuesday, February 9, 1954, all as provided and authorized by Sections 30(a) and 30(b) of Article VI of the Constitution of the State of Missouri (the "District"); and WHEREAS, thereafter, proceeding under the authority of the aforesaid Plan, the Board of Trustees of The Metropolitan St. Louis Sewer District, pursuant to proceedings theretofore duly and lawfully had in accordance with the provisions of the said Plan, by an ordinance duly passed on June 25, 1962, did create the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District (the "Subdistrict"); and WHEREAS, the Subdistrict is authorized under the Plan of the District to incur indebtedness and issue and sell general obligation bonds of the Subdistrict to evidence such indebtedness for the purpose of paying all or part of the costs of constructing a system of sanitary interceptor sewers and sewage disposal and treatment plants and works for said Subdistrict, upon obtaining the approval of at least two-thirds of the qualified electors of the Subdistrict voting on the question to incur indebtedness for such purpose; and WHEREAS, pursuant to such authority and an ordinance duly passed by the Board of Trustees of the District, a special election was called in the Subdistrict for Tuesday, November 6, 1962, on the question whether to issue the general obligation bonds of the Subdistrict in the amount of $95,000,000 for the purpose of constructing a system of sanitary interceptor sewers and sewage disposal and treatment plants and works for said Subdistrict, including all expenses necessarily incidental thereto; and WHEREAS, pursuant to said ordinance, notice of said election was duly prepared, executed and published in the manner provided by law, and said election was duly held in accordance with the provisions of said ordinance and notice and the statutes of the State of Missouri; and WHEREAS, the votes cast at said election on said question were duly canvassed as provided by law, and it was found and declared that more than two-thirds of the qualified voters of the Subdistrict voting at said election on said question voted in favor of the issuance of said bonds, the vote on said question having been 219,129 votes for the issuance of said bonds and 40,610 votes against the issuance of said bonds; and WHEREAS, the amount of bonds authorized to be issued at the aforesaid special election held November 6, 1962, to-wit: $95,000,000, did not then and does not now exceed any limit of indebtedness prescribed under the Constitution of the State of Missouri or the Plan of The Metropolitan St. Louis Sewer District; and WHEREAS, pursuant to due and lawful publication of notice thereof, this Board of Trustees heretofore has issued and sold bonds of The Mississippi River Subdistrict for the aforesaid purpose in the following amounts and as of the following dates: Bonds dated February 1, 1964 $16,000,000 Bonds dated February 1, 1965 20,000,000 Bonds dated February 1, 1966 20,000,000 Bonds dated August 1, 1967 14,000,000 Bonds dated February 1, 1984 10,000,000 TOTAL $80,000,000 and WHEREAS, the bonds dated February 1, 1984 (the "Series 1984 Bonds") remain outstanding in the principal amount of $10,000,000, said bonds becoming due on February 1 in the years 1988 to 1999, inclusive, and bearing interest, as follows: Maturing Principal Interest February 1 Amount Rate Rate 1988 $ 525,000 10.4% 1989 550,000 10.4 1990 600,000 10.4 1991 650,000 10.4 1992 725,000 8.4 1993 775,000 8.4 1994 825,000 8.7 1995 900,000 8.9 1996 975,000 9.0 1997 1,075,000 9.0 1998 1,150,000 9.0 1999 1,250,000 9.0 both principal of and interest on said bonds being payable at the 3 principal office of Mercantile Trust Company National Association, in the City of St. Louis, State of Missouri; and WHEREAS, the Subdistrict desires to refund the Series 1984 Bonds for the purpose of achieving interest cost savings to the Subdistrict, removing certain restrictive covenants in the Ordinance authorizing the issuance of the Series 1984 Bonds (the "Series 1984 Bond Ordinance"), and leveling the debt service requirements of the total outstanding general obligation bonded indebtedness of the Subdistrict; and WHEREAS, it is hereby found and determined that it is necessary that the Subdistrict issue, sell and deliver its General Obligation Sewer Refunding Bonds, Series A 1985, to provide funds, together with other available funds, to refund the Series 1984 Bonds; and WHEREAS, the Subdistrict does further find and determine that it is necessary at this time to proceed with the issuance, sale, and delivery of the remaining Fifteen Million Dollars ($15,000,000) of the Ninety-five Million Dollars ($95,000,000) of the bonds authorized as aforesaid to complete the construction of a system of sanitary interceptor sewers and sewage disposal and treatment plants and works for said Subdistrict, including all expenses necessarily incidental thereto; and WHEREAS, the staff, administration, and advisors of the District did prepare a Preliminary Official Statement, a Notice of Sale and a Final Official Statement to be used in connection with the public sale of the Bonds; and WHEREAS, the Secretary-Treasurer of the District did advertise in the St. Louis Post Dispatch, the St. Louis Globe-Democrat and the Bond Buyer, and did mail Notices of Sale to bond dealers and banks with municipal bond departments located in the State of Missouri and elsewhere which might be interested in the purchase of said Bonds, for sealed bids for the purchase of said Bonds; and WHEREAS, pursuant to said Notice, sealed bids were submitted on October 15, 1985, at public sale, for the purchase of said Bonds, in the office of the Secretary-Treasurer of the District, and the following Bids were submitted: TOTAL NET BIDDER RATE PREMIUM INTEREST COST 1. Citicorp Investment 8.8943% -0- $25,303,780.00 Bank Bankers Trust Company Chase Manhattan Capi- tal Markets Corp. 4 Paine Webber Inc. First Interstate Bank of Cal. Lazard Freres & Co. Marine Midland Bank, N.A. NCNB Nat'l. Bank of North Carolina Ehrlich-Bober & Co., Inc. 2. Morgan Stanley & Co., 9.13258% $2,380.20 $25,981,654.49 Incorporated 3. Morgan Guaranty Trust 8.94322% $9,086.00 $25,442,946.00 Company of New York & Associates 4. The First National 8.9032433% $1,272.10 $25,183,428.01* Bank of Chicago ($25,329,205.78)** For the Managers and associates* 5. Centerre Bank NA and 8.863499% -0- $25,216,134.06 Associates and 6. Merrill Lynch Capital 8.888% $219.25 $25,286,282.98 Markets *Error in Bid. **Corrected. WHEREAS, the Secretary-Treasurer of the District has determined that the bid submitted by Centerre Bank NA and Associates was the best bid submitted based on the lowest net interest cost to the District and has recommended to the Board of Trustees the acceptance of said bid. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT, AS FOLLOWS: SECTION 1. The bid of Centerre Bank NA and Associates is accepted as the best bid submitted at public sale on October 15, 1985, for the purchase of $9,020,000 principal amount of the General Obligation Sewer Refunding Bonds, Series A 1985, and $15,000,000 principal amount of the General Obligation Sewer 5 Bonds, Series B 1985 of the Mississippi River Subdistrict and the Executive Director is authorized to enter into a contract selling the Bonds to Centerre Bank NA and Associates on the basis of said bid and the terms specified in the Notice of Sale. SECTION 2. All actions taken by the staff, administration, and advisors to the District pertaining to the publication of the Notice of Sale and the sale of said Bonds are hereby ratified, confirmed and adopted. SECTION 3. The Notice of Sale dated October 1, 1985, and the Preliminary Official Statement dated October 1, 1985, attached hereto as Exhibit "A", are hereby ratified, confirmed and adopted. SECTION 4. The Final Official Statement dated October 15, 1985 is hereby approved in substantially the form attached hereto as Exhibit "B", and the Chairman of the Board of Trustees and Secretary of the District are hereby authorized to execute and the appropriate officers and representatives of the District are hereby authorized to use such Final Official Statement in connection with the sale of the Bonds. SECTION 5. The principal of and interest on the Bonds shall be payable in lawful money of the United States of America at Mercantile Trust Company National Association, in the City of St. Louis, Missouri, said bank being hereby designated as the District's paying agent for the payment of the principal of and interest on the Bonds. SECTION 6. The Executive Director, the Chairman of the Board of Trustees, and the Secretary-Treasurer of the District are hereby authorized and directed to execute said Bonds and such other documents and take such other actions as may be necessary to effectuate said loan on behalf of the District. 6 The foregoing Resolution was adopted October 15, 1985.