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r2812RESOLUTION 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”). 2 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 3 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. [Remainder of Page Intentionally Left Blank.] 4 _________________________________ Chairman of the Board of Trustees (Seal) ATTEST: _________________________________ Secretary-Treasurer EXHIBIT A PRELIMINARY OFFICIAL STATEMENT