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R1750à *ÔR E S O L U T I O N NO. 1750•ƒ Ì ÌÌÌRESOLUTION OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AUTHORIZING THE PUBLIC SALE OF $9,750,000 PRINCIPAL AMOUNT OF CONSTRUCTION GRANT ANTICIPATION NOTES, SERIES 1985, OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT; FIXING A DATE FOR THE SALE OF THE NOTES; APPROVING THE FORM OF NOTICE OF NOTE SALE RELATING TO THE NOTES; AUTHORIZING PREPARATION OF THE PRELIMINARY OFFICIAL STATEMENT RELATING TO THE NOTES; AUTHORIZING THE USE OF SUCH NOTICE OF NOTE SALE AND PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF THE NOTES; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE SALE OF THE NOTES.ÞJÞ BE IT RESOLVED BY THE METROPOLITAN ST. LOUIS SEWER DISTRICT, AS FOLLOWS: ”Section 1.• That there are hereby authorized to be offered at competitive public sale $9,750,000 principal amount of Construction Grant Anticipation Notes, Series 1985 (the "Notes") of The Metropolitan St. Louis Sewer District and sealed bids for the Notes shall be received on December 4, 1985, at the office of Mr. William R. Stamm, Secretary©Treasurer of The Metropolitan St. Louis Sewer District, 2000 Hampton Avenue, St. Louis, Missouri 63101, until 11:00 o'clock A.M. (Local Time), upon the terms and conditions set forth in the Notice of Note Sale attached hereto as ”Exhibit A.• ”Section 2.• That the Notes shall be dated December 1, 1985, shall bear interest at the rates to be determined when the Notes are sold, said interest being payable semiannually on June 1 and December 1 in each year, beginning June 1, 1986 to the registered owners thereof as of the fifteenth day of the month next preceding the applicable interest payment date ("Record Date"). The Notes shall mature on June 1, 1988. ”Section 3.• That the Notice of Note Sale is hereby approved in substantially the form attached hereto as ”Exhibit A,• and the appropriate officers and representatives of the District are hereby authorized to use such Notice of Note Sale in connection with the sale of the Notes. ”Section 4.• That the Executive Director, the Assistant Executive Director and General Counsel, the Director of Finance and the Secretary©Treasurer of the District and the advisors to the District regarding the issuance of the Notes, including Black & Veatch, Consulting Engineers, Drexel Burnham Lambert Incorporated, Financial Advisors, and Gallop, Johnson & Neuman, Bond Counsel, are hereby authorized and directed to prepare and execute the Preliminary Official Statement relating to the Notes and to finalize the Notice of Note Sale relating to the sale ofÜj Ü ÐBlBpÐthe Notes and to take all actions as may be necessary to proceed with the sale of the Notes. ”Section 5.• That notice of said Note sale is hereby authorized and directed to be given by mailing copies of the Notice of Note Sale and Preliminary Official Statement to investment banking firms and banks and other financial institutions located throughout the United States which in the opinion of the District's financial advisors, Drexel Burnham Lambert, may be interested in the purchase of the Notes. The Notice of Note Sale shall also be published by the SecretaryªTreasurer of the District, at least once in one or more newspapers of general circulation, published in the District, such publication to be made at least ten days prior to the date of sale. The Notice of Note Sale shall also be published not less than one time prior to the date of the Note sale in The Bond Buyer and in such other newspapers as the Secretary©Treasurer of the District shall deem appropriate. ”Section 6.• That the appropriate officers and representatives of the District are hereby authorized to apply to Moody's Investors Service, Inc. for a rating of the Notes and to take other actions necessary to carry out the public sale of the Notes. ”Section 7.• That this Resolution shall be in full force and effect from and after its adoption by the District. ADOPTED by the Board of Trustees of The Metropolitan St. Louis Sewer District this _____ day of __________, 1985. __________________________________ Chairman of the Board of Trustees of the District ATTEST: (Seal) ___________________________________ Secretary©Treasurer of the District à *)é2©ƒÜnÜ Ä K=ÄExhibit "A" to„ Ä K6ÄResolution No. ______„ à *#ÃNOTICE OF SALEƒ à *Ã$9,750,000 Construction Grant Anticipation Notes,ƒ à *$ÃSeries 1985,ƒ à *Ãof The Metropolitan St. Louis Sewer Districtƒ à *&ÔTHE SALE•ƒ The Metropolitan St. Louis Sewer District (the "District"), invites sealed proposals for the purchase of $9,750,000 Construction Grant Anticipation Notes, Series 1985 (the "Notes"). Each bid must be enclosed in an envelope securely sealed and marked "Bid for the Purchase of Notes" and addressed to Mr. William R. Stamm, Secretary©Treasurer of The Metropolitan St. Louis Sewer District, 2000 Hampton Avenue, St. Louis, Missouri 63139. All bids must be received at or before 11:00 A.M., Local Time, on and bids so received will be opened by the Secretary©Treasurer of the District at such time and place and the apparent best bid will be determine by the Secretary©Treasurer of the District based on the lowest interest cost to the District. The Board of Trustees of the District will meet at 2:00 P.M., Local Time, on December 4, 1985, to award the bids for sale of the Notes. Each proposal submitted must offer to purchase all of the Notes. No bid of less than 100% of the principal amount of the Notes will be obtained from the undersigned. The right is reserved to waive irregularities and to reject any or all bids. à *&ÔTHE NOTES•ƒ ”Details of the Notes.• The Notes shall be issued in fully registered from in the denomination of $25,000 or any $5,000 integral multiple thereof. The Notes shall be dated December 1, 1985 and shall become due on June 1, 1988. The Notes shall bear interest at the rates to be determined when the Notes are sold as hereinafter provided. Interest on the Notes will be payable on June 1 and December 1 in each year, beginning on June 1, 1986 to the registered owners thereof as of the fifteenth day of the month next preceding the applicable interest payment date ("Record Date"). I, the undersigned, William R. Stamm, SecretaryªTreasurer of The Metropolitan St. Louis Sewer District, hereby certify that the above and foregoing is a true and correct copy of the Resolution of the Metropolitan St. Louis Sewer District passed and adopted by the District on ____________, 1985, à *)é3©ƒÜnÜ authorizing the sale of the Construction Grant Anticipation Notes, Series 1985, in the principal amount of $9,750,000, as the same appears in the records of the District, and that said Resolution has not been modified, amended or repealed and that the same remains in full force and effect as of the date hereof. WITNESS my hand and seal of the District this ____ day of ____________, 1985. ___________________________________ William R. Stamm, Secretary©Treasurer of The Metropolitan St. Louis Sewer District The foregoing Resolution was adopted _____________, 1985. à *)é4©ƒÜnÜ ”Place of Payment.• The principal of the Notes will be payable at maturity to the registered owners upon presentation at the principal office of_________________________________________, which has been designated as Paying Agent or ___________________, which has been designated Co©Paying Agent for the Notes (references herein to the Paying Agent shall refer to either the Paying Agent or Co©Paying Agent). Interest on the Notes will be paid by check or draft mailed by the Paying Agent to the registered owners thereof at the addresses appearing on the registration books maintained by the Paying Agent. ”Authorization, Purpose and Security of the Notes.• The Notes are being issued by the District pursuant to Article VI, Sections 28 and 30 of the Missouri Constitution and the Plan of the District adopted by the voters within the District for its government (the "Plan") providing funds in anticipation of the receipt of certain grant funds (the "Grants") from the United States Environmental Protection Agency and the Missouri Department of Natural Resources for the construction of the Missouri River Wastewater Treatment Plant, the Fenton Wastewater Treatment Plant, the Lemay Interceptor and the Meramec Interceptor. THE NOTES SHALL BE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE AS TO BOTH PRINCIPAL AND INTEREST FROM FUNDS RECEIVED BY THE DISTRICT PURSUANT TO THE GRANTS. THE NOTES DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE DISTRICT AND DO NOT CONSTITUTE OR CREATE AN INDEBTEDNESS OF THE CITY OF ST. LOUIS, MISSOURI, THE COUNTY OF ST. LOUIS, MISSOURI, THE STATE OF MISSOURI OR THE UNITED STATES. à *"ÔTERMS OF THE SALE•ƒ ”Bid Forms.• All bids must be made on forms which may be procured from the undersigned, or from Drexel Burnham Lambert, 60 Broad Street, New York, New York 10004, Attention: William Bernstein (212) 480©6795, the Financial Advisor to the District. No additions or alteration in said forms shall be made and erasures may cause rejection of any bid. The Board of Trustees of the District reserves the right to waive irregularities and to reject any or all bids. ”Conditions of Bids.• Proposals will be received on the Notes bearing such rate of interest as may be specified by the bidders, subject to the following conditions: The same rate shall apply to all Notes. The interest rate specified shall be a multiple of 1/8 or 1/10 of 1%. No bid of less than 100% of the principal amount of the Notes and accrued interest will be considered. No supplemental interest payments will be authorized. Each bid shall specify the interest rate per annum during the life of the Note on the basis of such bid, and the total interest cost on the basis of such bid. No interest rate for the Notes shall exceed 10% à *)é5©ƒÜnÜ ”Good Faith Deposit.• Each bid shall be accompanied by a cashier's or certified check drawn upon a bank located in the United States payable to the order of the District in the amount of $97,500, as evidence of good faith, to secure the District from any loss resulting from the failure of the bidder to comply with the terms of its bid. All checks of the unsuccessful bidders shall be returned immediately upon the award of the Notes. If a bid is accepted, the check delivered to the District on account of such bid or the proceeds thereof shall be held by the District until the bidder shall have complied with all of the terms and conditions of this Notice and of such bid, at which time the amount of said check shall be returned to the bidder uncashed. If a bid is accepted, but the District shall fail to deliver the Notes to the bidder in accordance with the terms and conditions of this Notice and of such bid, said check or the proceeds thereof shall be delivered to the bidder. No interest will be paid upon the deposit made by the successful bidder. If a bid is accepted, but the bidder shall default in the performance of any of the terms and conditions of this Notice and of such bid, the amount of said check shall be retained by the District as and for liquidated damages. ”Submission of Bids.• Proposals, along with good faith checks, should be submitted in sealed envelopes addressed to William R. Stamm, Secretary©Treasurer of The Metropolitan St. Louis Sewer District, 2000 Hampton Avenue, St. Louis, Missouri 63139, marked "Bid for the Purchase of Notes", and may be submitted at said address up to 11:00 A.M., Local Time, on Wednesday, December 4, 1985. à *ÔAWARD AND DELIVERY OF NOTES•ƒ ”Award of the Notes.• The best bid will be determined by deducting the amount of the premium bid, if any, from the total amount of interest to be paid from the date of the Notes to its maturity date at the interest rate specified in the bid, and the award of the Notes will be made on the basis of the lowest net interest cost. If there is any discrepancy between the net interest cost and the net effective interest rate specified, the specified net interest cost shall govern and the interest rate specified in the bid shall be adjusted accordingly. ”Delivery and Payment.• The Notes, duly prepared and executed, will be delivered to the successful bidder on December 17, 1985, at such bank or trust company located in the United States as may be specified by the successful bidder without cost, subject to the Board's approval. Payment for the Notes shall be made on the date of delivery in Federal Reserve Funds immediately available on the date of delivery of the Notes. ”List of Registered Owners.• The successful bidder must deliver to the Paying Agent, before the close of business on the seventh (7th) business day prior to the date of delivery of the à *)é6©ƒÜnÜ Notes, the names and addresses of the registered owners of the Notes and the denominations in which the Notes are to be issued. If the successful bidder fails to submit such information to the Paying Agent by the aforesaid date, one Note will be issued in the full amount and the Notes will be registered in the name of the successful bidder. ”Note Insurance and Rating.• The District has applied to Moody's Investors Service for a rating on the Notes. Such rating will be described in the District's Final Official Statement relating to the Notes, copies of which will be provided to the successful bidder. Should the rating be secured prior to the sale date, all bidders will be advised accordingly. ”Legal Opinion.• The Notes will be sold subject to the legal opinion of Gallop, Johnson & Neuman, St. Louis, Missouri, Bond Counsel, whose opinion will be furnished and paid for by the District. The successful bidder will be furnished with said opinion, together with a certified transcript of proceedings evidencing the authorization and issuance of the Notes and the usual closing proofs, which will include a certificate that there is no litigation pending relating to the completeness and accuracy of the Preliminary Official Statement and the Official Statement. ”Tax Exemption.• In the opinion of Bond Counsel, under existing laws, ruling and regulations, interest on the Notes is exempt from Federal income taxation and from income taxation. by the State of Missouri. ”CUSIP Numbers.• CUSIP identification numbers will be printed on the Notes, but neither the failure to print such number on any Note nor any error with respect thereto shall constitute cause for failure or refusal by the successful bidder thereof to accept delivery of and pay for the Notes in accordance with the terms of this Notice. All expenses in relation to the printing of CUSIP numbers on the Notes shall be paid for by the District. ”Preliminary Official Statement and Official Statement.• The Board has prepared a Preliminary Official Statement dated November 25, 1985, copies of which may be obtained from the Secretary©Treasurer of the District or from Drexel Burnham Lambert, at the addresses referred to herein. Upon the sale of the Notes, the Board will adopt the Official Statement dated December 4, 1985, and will furnish the successful bidder with a reasonable number of copies thereof without additional cost. Additional copies may be ordered by the successful bidder at its expense. ”Additional Information.• Additional information may be obtained from the undersigned, or from Drexel Burnham Lambert, 60 Broad Street, New York, New York 10004, Attention: William Bernstein (212/480©6795). à *)é7©ƒÜnÜ THE METROPOLITAN ST. LOUIS SEWER DISTRICT By ________________________________ William R. Stamm Secretary©Treasurer of the District 2000 Hampton Avenue St. Louis, Missouri 63139 (314) 874©7367 Dated: _______________, 1985 à *)é8©ƒÜnÜ Ã *ÃPROPOSAL FOR THE PURCHASE OFƒ à * Ã$9,750,000 OF THE CONSTRUCTION GRANT ANTICIPATION NOTES,ƒ à *$ÃSERIES 1985,ƒ à *ÃOF THE METROPOLITAN ST. LOUIS SEWER DISTRICTƒ à *"Ã___________, 1985ƒ TO:Ì ÌTHE BOARD OF TRUSTEES OF THEÞJÞ Ì ÌMETROPOLITAN ST. LOUIS SEWERÞJÞ Ì ÌDISTRICTÞJÞ For $9,750,000 principal amount of Construction Grant Anticipation Notes, Series 1985 of The Metropolitan St. Louis Sewer District, as described in your Notice of Sale dated _____________, 1985 said Notes to mature on June 1, 1988. The undersigned will pay 100% of the principal amount: of the Notes plus the rate of interest per annum and total interest set forth below. Interest rate per annum on the Notes on basis of this bid . . . . . . . . . . . . __________% Total interest cost to the District on the Notes on the basis of this bid . . . . . . . . . . . . . . . . $__________ This proposal is subject to all terms and conditions contained in said Notice of Sale, and if the undersigned is the successful bidder, the undersigned will comply with all of the provisions contained in said Notice. Submitted by: ______________________________ _______________________________ ______________________________ _______________________________ à *)é9©ƒÜnÜ Pursuant to action duly taken by the Board of Trustees of The Metropolitan St. Louis Sewer District, the above proposal is hereby accepted this ______ day of _________________, 1985. THE METROPOLITAN ST. LOUIS SEWER DISTRICT By ________________________________ William R. Stamm Secretary©Treasurer of the District 2000 Hampton Avenue St. Louis, Missouri 63139 ATTEST: (SEAL) ______________________________ District Clerk Return of Good Faith Deposit check acknowledged. By ____________________________ Name ______________________________ Bidding Institution The foregoing Resolution was adopted November 13, 1985. à *(é10©ƒ