HomeMy Public PortalAboutr2812RESOLUTION NO. 2812
RESOLUTION DECLARING THE INTENT OF THE METROPOLITAN ST.
LOUIS SEWER DISTRICT TO ISSUE A PRELIMINARY OFFICIAL
STATEMENT TO FUND THE CIRP FOR ITS WASTEWATER SYSTEM
REVENUE BONDS IN THE PRINCIPAL AMOUNT OF APPROXIMATELY
$30,000,000 .
WHEREAS, 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 system (the “System”).
WHEREAS, the District desires to make certain additions, extensions and improvements
to the System and is authorized under the provisions of the Charter to issue and sell revenue
bonds for the purpose of providing funds for such purpose, upon obtaining the required voter
approval and provided that the principal of and interest on such revenue bonds shall be payable
solely from the revenues derived from the operation of the System.
WHEREAS, at a special bond election duly held in the District on August 5, 2008 (the
“Election”), voters authorized the District to issue its sewer system revenue bonds in the amount
of $275,000,000 for the purpose of designing, constructing, improving, renovating, repairing,
replacing and equipping new and existing District sewer facilities and system, including sewer
disposal and treatment plants, sanitary and combined sanitary and stormwater sewers, and
acquisition of easements and real property related thereto, the cost of operation and maintenance
of said sewer system and the principal of and interest on said revenue bonds to be payable solely
from the revenues derived by the District from the operation of the System, including all future
extensions and improvements thereto.
WHEREAS, pursuant to an election duly held on February 3, 2004, the qualified electors
of the District authorized the issuance of $500,000,000 of revenue bonds, all of which have
heretofore been issued or concurrently herewith are being issued.
WHEREAS, the District expects to use the last of its voter authorization from the
February 3, 2004 election to issue approximately $40,000,000 original principal amount of
Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program) Series 2008B
on or about October 30, 2008.
WHEREAS, the District has determined that it is necessary and desirable and in the best
interests of the citizens of the area served by the System for the District to make additions,
extensions and improvements to the System (the “Project”), and to finance the costs of the
Project by issuing its Wastewater System Revenue Bonds, Series 2008A in an aggregate
principal amount of approximately $30,000,000 (the “Bonds”).
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WHEREAS, in connection with the marketing and sale of the Bonds, the District desires
to authorize the preparation and distribution of a Preliminary Official Statement regarding the
Bonds (the “Preliminary Official Statement”).
WHEREAS, representatives of the District’s financial advisors, The Hardwick Law
Firm, LLC and the Underwriters (defined herein) seek (a) assurance from the District of its intent
to issue and sell the Bonds and (b) approval to proceed with the preparation and distribution of
the Preliminary Official Statement.
BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST.
LOUIS SEWER DISTRICT, AS FOLLOWS:
Section 1. Declaration of Intent. The District hereby determines and declares its
intent to issue the Bonds in a principal amount to be determined by subsequent ordinance of the
District, to provide funds to finance the costs of the Project, including reimbursement of
expenditures, such Bonds to be limited and special revenue obligations payable solely out of
System revenues.
Section 2. Reimbursement of Expenditures. The District expects to incur capital
expenditures on and after the date of adoption of this Resolution (the “Expenditures”), and the
District intends to reimburse itself for such Expenditures solely from the proceeds of the Bonds
in an amount which, depending on the date of issuance of the Bonds, may aggregate a maximum
of $30,000,000. The District hereby declares that the funds to be advanced to pay Expenditures
are or will be available only for a temporary period and it is necessary to reimburse the District
for Expenditures made on and after the date hereof. This Resolution constitutes a declaration of
official intent under Treasury Regulation Section 1.150-2 issued under the Internal Revenue
Code of 1986, as amended.
Section 3. Sale of the Bonds. The District shall sell the Bonds pursuant to a
Purchase Contract (the “Purchase Contract”), between the District and the underwriters
designated by the District (Stifel Nicolaus & Co., Incorporated, Edward D. Jones & Co., L.P.,
Siebert Brandford Shank & Co., LLC, and Ramirez & Co., Inc., collectively, the
“Underwriters”), under which the District agrees to sell the Bonds to the Underwriters upon the
terms and conditions as set forth in the Purchase Contract.
Section 4. Further Authorization and Direction. The District hereby authorizes
and directs Gilmore & Bell, P.C. and White Coleman & Associates, LLC, Co-Bond Counsel, the
Underwriters and their counsel, the District’s Executive Director, Treasurer and General
Counsel, financial advisors and other officers and representatives of the District, to prepare, for
submission to and final action by the District, all appropriate legal and financing documents
necessary to effect the authorization, issuance and sale of the Bonds and any other actions
contemplated hereunder in connection with the issuance and sale thereof.
Section 5. Preliminary Official Statement. The Preliminary Official Statement is
hereby approved in substantially the form attached hereto as Exhibit A, with such changes and
additions thereto as the Chairman of the Board of Trustees of the District or the Executive
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Director of the District shall deem necessary or appropriate, and the appropriate officers and
representatives of the District are hereby authorized to use such document in connection with the
marketing and public sale of the Bonds.
For the purpose of enabling the Underwriters to comply with the requirements of Rule
15c2-12(b)(1) of the Securities and Exchange Commission, the appropriate officers of the
District are hereby authorized, if requested, to provide the Underwriters a letter or certification to
the effect that the District deems the information regarding the District contained in the
Preliminary Official Statement to be “final” as of its date, except for the omission of such
information as is permitted by Rule 15c2-12(b)(1), and to take such other actions or execute such
other documents as such officers in their reasonable judgment deem necessary to enable the
Underwriters to comply with the requirements of such Rule.
The District agrees to provide to the Underwriters within seven (7) business days of the
date of sale of the Bonds or within sufficient time to accompany any confirmation that requests
payment from any customer of the Underwriters, whichever is earlier, sufficient copies of the
final Official Statement to enable the Underwriters to comply with the requirements of Rule
15c2-12(b)(4) of the Securities and Exchange Commission and with the requirements of Rule G-
32 of the Municipal Securities Rulemaking Board.
Section 6. Further Authority. The District shall, and the officers, agents and
employees of the District are hereby authorized and directed to take such further action and
execute such other documents, certificates and instruments, including, without limitation, any
credit enhancement or security documents, arbitrage certificate, closing certificates and tax
forms, as may be necessary or desirable to carry out and comply with the intent of this
Resolution, and to carry out, comply with and perform the duties of the District with respect to
the Bonds and the documents to be executed by the District in connection therewith.
Section 7. Effective Date. This Resolution shall be in full force and effect from and
after its passage and approval.
The foregoing Resolution was adopted October 7, 2008.
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_________________________________
Chairman of the Board of Trustees
(Seal)
ATTEST:
_________________________________
Secretary-Treasurer
EXHIBIT A
PRELIMINARY OFFICIAL STATEMENT