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R1983 RESOLUTION NO. 1983 RESOLUTION OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AUTHORIZING THE PUBLIC SALE OF NOT TO EXCEED $20,910,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION SEWER REFUNDING BONDS, SERIES 1991, OF THE MISSISSIPPI RIVER SUBDISTRICT OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT; AUTHORIZING PREPARATION OF THE NOTICE OF SALE AND PRELIMINARY OFFICIAL STATEMENT RELATING TO THE BONDS; AUTHORIZING THE USE OF SUCH NOTICE OF SALE AND PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF THE BONDS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION WITH THE SALE OF THE BONDS. RESOLVED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT, AS FOLLOWS: Section 1. That the Mississippi River Subdistrict of The Metropolitan St. Louis Sewer District (the "Subdistrict"), shall offer at competitive public sale not to exceed $20,910,000 principal amount of its General Obligation Sewer Refunding Bonds, Series 1991 (the "Bonds"), and sealed bids for the Bonds shall be received by the Subdistrict, at the office of Karl J. Tyminski, Secretary-Treasurer of The Metropolitan St. Louis Sewer District (the "District") on behalf of the Subdistrict (the "Secretary-Treasurer"), 2000 Hampton Avenue, St. Louis, Missouri 63139, at such time and on a sale date established by such Secretary-Treasurer, upon the terms and conditions set forth in the hereinafter referenced Notice of Sale. Section 2. That the Bonds shall be dated and shall be issued in denominations set forth in the Notice of Sale, and shall bear interest at a rate to be determined upon approval of the sale of the Bonds by the Board of Trustees of the District on behalf of the Subdistrict. The principal maturities of the Bonds shall be established by the Secretary-Treasurer for inclusion in the Notice of Sale. Principal and interest on the Bonds shall be payable as set forth in the Notice of Sale. Section 3. That the Secretary-Treasurer and other officers and representatives of the District are hereby authorized, in conjunction with A.G. Edwards & Sons, Inc., serving as the financial advisor to the Subdistrict, and Thompson & Mitchell, serving as Bond Counsel to the Subdistrict (collectively, the "Advisors"), to prepare a Notice of Sale and Preliminary Official Statement relating to the Bonds on behalf of the Subdistrict to use such Notice of Sale and Preliminary Official Statement in connection with the sale of the Bonds, and to take such other action as may be necessary or expedient to carry out the public sale of the Bonds. The Secretary-Treasurer is hereby authorized to deem the Preliminary Official Statement a nearly final Official Statement as of its date, except for the - 2 - omission of the information permitted to be omitted under Rule 15c2-12 of the Securities and Exchange Commission. Section 4. That notice of said bond sale is hereby authorized and directed to be given by mailing copies of the Notice of 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 Subdistrict's financial advisors, A.G. Edwards & Sons, Inc., may be interested in the purchase of the Bonds. The Notice of Sale shall also be published by the Secretary-Treasurer 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 Sale may also be published in such other publications as the Secretary-Treasurer of the District shall deem appropriate. Section 5. That the Secretary-Treasurer and the Advisors to the Subdistrict are hereby authorized to apply to Moody's Investors Service, Inc. and Standard & Poor's Corporation for a rating relating to the Bonds. Section 6. That the Secretary-Treasurer and the Advisors to the Subdistrict are hereby authorized to apply for, qualify for and obtain bond insurance or other credit enhancement guaranteeing or providing for the payment of the principal of and interest on the Bonds; provided, however, that such credit enhancement will result in a net present value savings on the Bonds. Section 7. That this Resolution shall be in full force and effect from and after its adoption by the District on behalf of the Subdistrict. ADOPTED this ____ day of _________, 1991. Thomas Matheny, Chairman of the Board of Trustees ATTEST: (Seal) Karl J. Tyminski, Secretary-Treasurer - 3 - I, the undersigned, Karl J. Tyminski, Secretary-Treasurer 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 Board of Trustees of the District passed and adopted by the Board of Trustees of the District on __________, 1991, authorizing the Subdistrict to proceed with the sale of the Subdistrict's General Obligation Sewer Refunding Bonds, Series 1991, in the principal amount of not to exceed $20,910,000, 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 , 1991. Karl J. Tyminski, Secretary-Treasurer of The Metropolitan St. Louis Sewer District The foregoing Resolution was adopted May 8, 1991. - 4 - - 5 - - 6 - DOCUMENT NAME: RESOLUTION RE SALE OF BONDS AUTHOR'S NAME: RTHOMAS CLIENT NUMBER: 1351CLIENT NAME:METROPOLITAN SEWER DISTRICT MATTER NUMBER: 26231MATTER NAME:MISSISSIPPI RIVER SUBDISTRICT BONDS FILESHARE ITEM ID: 910770043 VERSION ID: 5 FILENAME: RESOLUTN.BND TYPIST USERS NAME: TFISHEL TODAY'S DATE: April 24, 1991 COMMENTS:Version 1/created from 00000038.bnd/mj; Version 2/spell all/djc; CURRENT DRAFT BEGAN WITH VERSION 3. DO NOT DISCARD THIS PAGE