HomeMy Public PortalAboutR3568 Tax-Advantaged Financing Compliance PolicyRESOLUTION NO. 3568
WHEREAS, the adoption of Resolution No. 3568 will amend the tax-advantaged
financing compliance policy and procedure of The Metropolitan St. Louis Sewer District.
WHEREAS, on July 12, 2012, the Board of Trustees of The Metropolitan
St. Louis Sewer District (the “District”) adopted the Tax-Advantaged Financing Compliance
Policy and Procedure (the “Policy”); and
WHEREAS, the District desires to amend the Policy to reflect amendments to
Rule 15c2-12 of the Securities and Exchange Commission effective February 27, 2019;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
THE METROPOLITAN ST. LOUIS SEWER DISTRICT, AS FOLLOWS:
Section 1. Approval of Amended Policy. The Policy, as amended, in the
form attached hereto as Exhibit A is hereby approved (the “Amended Policy”).
Section 2. Further Authority. The District hereby authorizes and empowers
the officers and representatives of the District to do all such acts and things and to execute,
acknowledge and deliver all such documents as may in their discretion be deemed necessary or
desirable in order to carry out or comply with the terms and provisions of this Resolution in
connection with the approval of the Amended Policy. All of the acts and undertakings of such
officers and representatives that are in conformity with the intent and purposes of this
Resolution, whether heretofore or hereafter taken or done, shall be and the same are hereby in all
respects, ratified, confirmed and approved.
Section 3. Effective Date. This Resolution shall be in full force and effect
immediately upon its passage.
PASSED this ___ day of __________, 2020.
EXHIBIT A
____________________________________________________________________
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
AMENDED AND RESTATED TAX-ADVANTAGED FINANCING
COMPLIANCE POLICY AND PROCEDURE
Dated as of January 1, 2020
___________________________________________________________________
(i)
AMENDED AND RESTATED TAX-ADVANTAGED FINANCING
COMPLIANCE POLICY AND PROCEDURE
TABLE OF CONTENTS
Page
Article I
DEFINITIONS
Section 1.1. Definitions ............................................................................................................ 1
Article II
Purpose and Scope
Section 2.1. Purpose of Compliance Procedure ........................................................................ 4
Section 2.2. Scope of Compliance Procedure; Conflicts .......................................................... 4
Section 2.3. Amendments and Publication of Compliance Procedure ..................................... 5
Article III
Bond Compliance Officer; Training
Section 3.1. Bond Compliance Officer Duties ......................................................................... 5
Section 3.2. Training ................................................................................................................. 5
Article IV
Tax-advantaged Bonds Currently Outstanding
Section 4.1. Tax-Advantaged Bonds Covered by Article IV Procedures ................................. 6
Section 4.2. Tax-Advantaged Bond File ................................................................................... 6
Section 4.3. Annual Compliance Checklists............................................................................. 6
Section 4.4. Correcting Prior Deficiencies in Compliance ....................................................... 6
Article V
Compliance Procedure for New Tax-ADVANTAGED Bond Issues
Section 5.1. Application ........................................................................................................... 6
Section 5.2. Prior to Issuance of Tax-Advantaged Bonds ........................................................ 6
Section 5.3. Accounting and Recordkeeping ............................................................................ 7
Section 5.4. Final Allocation of Bond Proceeds ....................................................................... 8
Article VI
Ongoing Monitoring Procedures
Section 6.1. Annual Compliance Checklist .............................................................................. 9
Section 6.2. Arbitrage and Rebate Compliance ........................................................................ 9
Article VII
CONTINUING DISCLOSURE
Section 7.1. Annual Disclosure Filings .................................................................................... 9
Section 7.2. Material Event Disclosure Filings ........................................................................ 9
* * *
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AMENDED AND RESTATED TAX-ADVANTAGED FINANCING
COMPLIANCE POLICY AND PROCEDURE
Article I
Definitions
Section 1.1. Definitions. Capitalized words and terms used in this Compliance
Procedure have the following meanings:
“Annual Compliance Checklist” means a questionnaire and/or checklist described in
Section 6.1 hereof that is completed each year for a Tax-Advantaged Bond issue.
“Annual Report” means the Issuer’s audited financial statements (or unaudited financial
statements as permitted by the Continuing Disclosure Undertaking for the Tax -Advantaged
Bonds) and certain other financial information and operating data required to be filed annually
with the MSRB for the Tax-Advantaged Bonds.
“Bond Compliance Officer” means the Issuer’s Assistant Secretary-Treasurer or, if the
position of Assistant Secretary-Treasurer is vacant, the person filling the responsibilities of the
Assistant Secretary-Treasurer for the Issuer.
“Bond Counsel” means the law firm(s) selected by the Issuer to provide a legal opinion
regarding the tax status of interest on Tax-Advantaged Bonds as of the issue date or the law
firm(s) selected to advise the Issuer on matters referenced in this Compliance Procedure.
“Bond Restricted Funds” means the funds, accounts, and investments that are subject to
arbitrage rebate and/or yield restriction rules that have been identified in the Tax Agreement for
a Tax-Advantaged Bond issue.
“Bond Transcript” means the “transcript of proceedings” or other similar titled set of
documents assembled by Bond Counsel following the issuance of Tax-Advantaged Bonds.
“Board of Trustees” means the Board of Trustees of the Issuer.
“Code” means the Internal Revenue Code of 1986, as amended.
“Compliance Procedure” means this Amended and Restated Tax-Advantaged Financing
Compliance Policy and Procedure.
“Continuing Disclosure Undertaking” means the Continuing Disclosure Agreement(s),
Continuing Disclosure Undertaking(s), Continuing Disclosure Instructions or other written
certification(s) and agreements of the Issuer setting out covenants for satisfying the Issuer’s
requirements for providing information to the MSRB pursuant to SEC Rule 15c2-12 on an
ongoing basis for one or more Tax-Advantaged Bond issues.
“Cost” or “Costs” means all costs and expenses paid for the acquisition, design,
construction, equipping or improvement of a Project or costs of issuing Tax-Advantaged Bonds.
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“EMMA” means the Electronic Municipal Market Access system for municipal
securities disclosures established and maintained by the MSRB, which can be accessed at
www.emma.msrb.org.
“Final Written Allocation” means the Final Written Allocation of Tax-Advantaged
Bond proceeds prepared pursuant to Section 5.4 hereof.
“Financed Assets” means that part of a Project treated as financed with Tax-Advantaged
Bond proceeds as reflected in a Final Written Allocation or, if no Final Written Allocation was
prepared, the accounting records of the Issuer and the Tax Agreement for the Tax-Advantaged
Bond issue.
“Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered
into in connection with, or pledged as security or a source of payment for, an existing or planned
debt obligation; or (c) guarantee of (a) or (b) in this definition; provided however, the term
Financial Obligation shall not include municipal securities as to which a final official statement
has been provided to the MSRB consistent with Rule 15c2-12 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934.
“Intent Resolution” means a resolution of the Board of Trustees stating (a) the intent of
the Issuer to finance all or a portion of the Project with proceeds of the Tax -Advantaged Bonds,
(b) the expected maximum size of the Tax-Advantaged Bonds, and (c) the intent of the Issuer to
reimburse the Costs paid by the Issuer from proceeds of the Tax-Advantaged Bonds.
“IRS” means the Internal Revenue Service.
“Issuer” means The Metropolitan St. Louis Sewer District.
“MSRB” means the Municipal Securities Rulemaking Board, or any successor repository
designated as such by the Securities and Exchange Commission in accordance with Rule 15c2-
12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act
of 1934, as the same may be amended from time to time.
“Placed In Service” means that date (as determined by the Bond Compliance Officer)
when the Project is substantially complete and in operation at substantially its designed level.
“Project” means all tangible or intangible property financed in whole or in part with
Tax-Advantaged Bonds that is functionally related or integrated in use, that is located on the
same physical site or proximate sites, and that is expected to be Placed In Service within a one -
year period.
“Rebate Analyst” means the rebate analyst for the Tax-Advantaged Bonds selected
pursuant to the Tax Agreement.
“Tax-Advantaged Bond(s)” means any bond, note, installment sale agreement, lease or
certificate intended to be a debt obligation of the Issuer, the proceeds of which are to be loaned
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or otherwise made available to the Issuer, and the interest on which is excludable from gross
income for federal income tax purposes.
“Tax-Advantaged Bond File” means documents and records which may consist of paper
and electronic medium, maintained for each Tax-Advantaged Bond. Each Tax-Advantaged
Bond File will include the following information if applicable:
(a) Intent Resolution.
(b) Bond Transcript.
(c) Final Written Allocation and/or all available accounting records related to
the Project showing expenditures allocated to the proceeds of a Tax-
Advantaged Bond and expenditures (if any) allocated to other sources of
funds.
(d) All rebate and yield reduction payment calculations performed by the
Rebate Analyst and all investment records provided to the Rebate Analyst
for purposes of preparing the calculation.
(e) Forms 8038-T together with proof of filing and payment of rebate.
(f) Investment agreement bid documents (unless included in the Bond
Transcript) including:
(1) bid solicitation, bid responses, certificate of broker;
(2) written summary of reasons for deviations from the terms of the
solicitation that are incorporated into the investment agreement;
and
(3) copies of the investment agreement and any amendments.
(g) Any item required to be maintained by the terms of the Tax Agreement
involving the use of the Project or expenditures related to tax compliance
for the Tax-Advantaged Bonds.
(h) Any opinion of Bond Counsel regarding the Tax -Advantaged Bonds not
included in the Bond Transcript.
(i) Amendments, modifications or substitute agreements to any agreement
contained in the Bond Transcript.
(j) Any correspondence with the IRS relating to the Tax -Advantaged Bonds
including all correspondence relating to an audit by the IRS of the Tax-
Advantaged Bonds or any proceedings under the Tax-Advantaged Bonds
Voluntary Closing Agreement Program (VCAP).
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(k) Any available questionnaires or correspondence substantiating the use of
the Project in accordance with the terms of the Tax Agreement for the
Tax-Advantaged Bond issue.
(l) For refunding bond issues, the Tax-Advantaged Bond File for the
refunded Tax-Advantaged Bonds.
“Tax Agreement” means the Federal Tax Certificate, Tax Compliance Agreement,
Arbitrage Agreement, or other written certification or agreement of the Issuer setting out
representations and covenants for satisfying the post-issuance tax compliance requirements for a
Tax-Advantaged Bond issue.
Article II
Purpose and Scope
Section 2.1. Purpose of Compliance Procedure.
(a) Issuer’s Use of Tax-Advantaged Financing. The Issuer finances various Projects
and assets with proceeds of Tax-Advantaged Bonds. The Issuer understands that it receives
favorable interest rates and terms on Tax-Advantaged Bonds but that in exchange for the right to
issue Tax-Advantaged Bonds, federal tax law imposes ongoing requirements on the Issuer that it
must comply with in order for the favorable interest rates and terms to continue. These
requirements focus on the investment, use and expenditure of proceeds of the Tax -Advantaged
Bonds and related funds as well as restrictions on the use of the Project.
(b) IRS Recommends Separate Written Policies and Procedures; Purpose of
Compliance Procedure. The Issuer recognizes that the IRS has stated all issuers of Tax -
Advantaged Bonds should have a separate written policy and procedure regarding ongoing
compliance with the federal tax requirements for Tax-Advantaged Bonds. The Issuer is
committed to full compliance with the tax-Advantaged bond requirements for all of its
outstanding and future tax-exempt or tax-advantaged financings. This Compliance Procedure is
adopted by the Board of Trustees to comply with the IRS directive and to improve tax
compliance and documentation.
(c) Continuing Disclosure Undertaking; Issuer Commitment. The Issuer is required
under the Continuing Disclosure Undertaking to provide disclosures of certain financial
information and operating data and to file notices of certain material events to the marketplace to
facilitate informed secondary market trading in Tax -Advantaged Bonds issued by the Issuer.
The Issuer is committed to full compliance with the federal tax and securities law requirements
for all of its outstanding and future tax-exempt and tax-advantaged financings. This Compliance
Procedure is adopted by the Board of Trustees to comply with the IRS and Securities and
Exchange Commission directives and to improve tax and securities law compliance and
documentation.
Section 2.2. Scope of Compliance Procedure; Conflicts. This Compliance Procedure
applies to all Tax-Advantaged Bonds currently outstanding and all Tax-Advantaged Bonds
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issued in the future. If the provisions of this Compliance Procedure conflict with a Tax
Agreement, the Continuing Disclosure Undertaking or any other specific written instructions of
Bond Counsel, the terms of the Tax Agreement, the Continuing Disclosure Undertaking or
specific written instructions of Bond Counsel will supersede and govern in lieu of this
Compliance Procedure. Any exception to this Compliance Procedure required by Bond Counsel
as part of a future issue of Tax-Advantaged Bonds will be incorporated in the Tax Agreement for
the future issue. Any requirements imposed on the Issuer in the Tax Agreement will be noted by
the Bond Compliance Officer and incorporated into the Annual Compliance Checklist. The
Issuer acknowledges that the Continuing Disclosure Undertaking may also apply to one or more
issues of taxable securities issued by the Issuer.
Section 2.3. Amendments and Publication of Compliance Procedure. This
Compliance Procedure may be amended from time-to-time by the Board of Trustees. Copies of
this Compliance Procedure and any amendments will be included in the permanent records of the
Issuer.
Article III
Bond Compliance Officer; Training
Section 3.1. Bond Compliance Officer Duties. The Bond Compliance Officer is
responsible for implementing this Compliance Procedure. The Bond Compliance Officer will
work with other employees that use the Project to assist in implementing this Compliance
Procedure. The Bond Compliance Officer will consult with Bond Counsel, legal counsel to the
Issuer, accountants, tax return preparers and other outside experts to the extent necessary to carry
out the purposes of this Compliance Procedure. The Bond Compliance Officer will report at
least annually to the Executive Director, and to the Board of Trustees, as necessary, regarding (i)
implementation of this Compliance Procedure, (ii) any recommended changes or amendments to
this Compliance Procedure, and (iii) results of the Annual Compliance Checklist, specifically
whether any responses require further action, including those actions described in Section 4.4
hereof.
Section 3.2. Training.
(a) General. Periodically, as individuals acting as the Issuer’s Bond Compliance
Officer pass the responsibilities for carrying out the provisions of this Compliance Procedure to
another individual, the outgoing individual is responsible for training the incoming individual to
ensure the Issuer’s continued compliance with the provisions of this Compliance Procedure and
all Tax Agreements for any outstanding Tax-Advantaged Bonds.
(b) Training Opportunities. Prior to each future issuance of Tax-Advantaged Bonds,
the Bond Compliance Officer will discuss tax requirements related to such Tax -Advantaged
Bonds with Bond Counsel. When appropriate, the Bond Compliance Officer will take advantage
of training opportunities regarding tax-Advantaged financing that are relevant to the Issuer such
as:
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Subscribing for IRS Newswire updates related to Tax -Advantaged financing at
http://www.irs.gov/newsroom/article/0,,id=154805,00.html
Attending training programs offered by the IRS or other industry professionals
Consulting Bond Counsel from time-to-time with questions regarding tax
requirements applicable to the Issuer
Article IV
Tax-Advantaged Bonds Currently Outstanding
Section 4.1. Tax-Advantaged Bonds Covered by Article IV Procedures. This
Article IV applies to all Tax-Advantaged Bonds issued prior to the date of this Compliance
Procedure that are currently outstanding.
Section 4.2. Tax-Advantaged Bond File. As soon as practical, the Bond Compliance
Officer will attempt to assemble as much of the Tax -Advantaged Bond File as is available for
each Tax-Advantaged Bond issue of the Issuer.
Section 4.3. Annual Compliance Checklists. As soon as practical following the
adoption of this Compliance Procedure, the Bond Compliance Officer will work with Bond
Counsel and/or legal counsel to the Issuer and cause Annual Compliance Checklists to be
completed for all outstanding Tax-Advantaged Bonds and will follow the procedures specified in
Article VI to complete the Annual Compliance Checklists and thereafter include each completed
Annual Compliance Checklist in the Tax-Advantaged Bond File.
Section 4.4. Correcting Prior Deficiencies in Compliance. In the event the Bond
Compliance Officer determines any deficiency in compliance with a Tax Agreement for an
outstanding Tax-Advantaged Bond, the Bond Compliance Officer will disclose such deficiency
in compliance to the Board of Trustees and direct the Issuer to follow the procedures described in
Treasury Regulations or the Tax-Advantaged Bonds Voluntary Closing Agreement Program
(VCAP) to remediate the noncompliance.
Article V
Compliance Procedure for New Tax-ADVANTAGED Bond Issues
Section 5.1. Application. This Article V applies to Tax-Advantaged Bond financings
issued on or after the date of this Compliance Procedure.
Section 5.2. Prior to Issuance of Tax-Advantaged Bonds.
(a) Intent Resolution. The Board of Trustees will authorize and approve the issuance
of Tax-Advantaged Bonds. Prior to or as a part of this authorizing resolution or ordinance, the
Board of Trustees may adopt an Intent Resolution.
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(b) Directions to Bond Counsel. The Bond Compliance Officer will provide a copy
of this Compliance Procedure to Bond Counsel with directions for Bond Counsel to structure the
documentation and procedural steps taken prior to issuing the Tax-Advantaged Bonds so that
they conform to the requirements of this Compliance Procedure, except to the extent Bond
Counsel determines that different procedures are required. The Bond Compliance Officer will
consult with Bond Counsel so that appropriate provisions are made to fund or reimburse the
Issuer’s costs and expenses incurred to implement this Compliance Procedure.
(c) Tax Agreement. Each Tax-Advantaged Bond issue will include a Tax Agreement
signed by the Bond Compliance Officer. The Tax Agreement will (1) describe the Project and
the anticipated Financed Assets, (2) identify all Bond Restricted Funds and provide for arbitrage
and rebate compliance, (3) for new money financings, require the Issuer to complete a Final
Written Allocation, and (4) contain a form of the Annual Compliance Checklist for the Tax-
Advantaged Bond issue. The Bond Compliance Officer will confer with Bond Counsel and the
Issuer’s counsel regarding the meaning and scope of each representation and covenant contained
in the Tax Agreement.
(d) Preliminary Cost Allocations. For new money financings, the Bond Compliance
Officer in consultation with Bond Counsel, will prepare a preliminary cost allocation plan for the
Project. The preliminary cost allocation plan will identify the assets and expected costs for th e
Project, and, when necessary, will break-out the portions of Costs that the Issuer expects to
finance with Tax-Advantaged Bonds from the portions expected to be financed from other
sources.
(e) Tax Review with Bond Counsel. Prior to the sale of Tax-Advantaged Bonds, the
Bond Compliance Officer and Bond Counsel will review this Compliance Procedure together
with the draft Tax Agreement to ensure that any tax compliance issues in the new financing are
adequately addressed by this Compliance Procedure and/or the Tax Agreement. If Bond Counsel
determines that this Compliance Procedure conflicts with the draft Tax Agreement, or must be
supplemented to account for special issues or requirements for the Tax-Advantaged Bonds, the
Bond Compliance Officer will ask Bond Counsel to include the written modifications or
additions in the final Tax Agreement. The Bond Compliance Officer will request Bond Counsel
to prepare a form of Annual Compliance Checklist for use in monitoring the ongoing compliance
requirements for the Tax-Advantaged Bond issue.
Section 5.3. Accounting and Recordkeeping.
(a) Accounting for New Money Projects. The Bond Compliance Officer will be
responsible for accounting for the investment and allocation of proceeds of the Tax-Advantaged
Bonds. The Bond Compliance Officer will establish separate accounts or subaccounts to record
expenditures for Costs of the Project. Where appropriate, the Bond Compliance Officer may use
accounts established as part of the Issuer’s financial records for this purpose. In recording Costs
for the Project, the Bond Compliance Officer will ensure that the accounting system will include
the following information: (1) identity of person or business paid, along with any other available
narrative description of the purpose for the payment, (2) date of payment, (3) amount paid, and
(4) invoice number or other identifying reference.
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(b) Accounting for Refunded Bonds and Related Refunded Bond Accounts. For Tax-
Advantaged Bonds that refund prior issues, the Tax Agreement will set out special accounting
and allocation procedures for the proceeds of the financing, and if necessary proceeds of the
refinanced debt.
(c) Tax-Advantaged Bond File. The Bond Compliance Officer will be responsible
for assembling and maintaining the Tax-Advantaged Bond File. The Annual Reports, other
reports and notices of certain material events filed by the Issuer with the MSRB will be publicly
available on EMMA and need not be separately maintained in the Tax-Advantaged Bond File.
Section 5.4. Final Allocation of Bond Proceeds.
(a) Bond Compliance Officer Responsible for Preparation of Final Written
Allocation; Timing. The Bond Compliance Officer is responsible for making a written allocation
of proceeds to expenditures and the identification of Financed Assets. This process will be
memorialized in the Final Written Allocation. For a new money financing, the Bond
Compliance Officer will commence this process as of the earliest of (1) the requisition of all
Tax-Advantaged Bond proceeds from any segregated Tax -Advantaged Bond funded account, (2)
the date the Project has been substantially completed or (3) four and one/half years following the
issue date of the Tax-Advantaged Bonds. For Tax-Advantaged Bonds issued only to refund a
prior issue of Tax-Advantaged Bonds, the Bond Compliance Officer will prepare and/or
document the Final Written Allocation for the Project financed by the refunded Tax-Advantaged
Bonds in accordance with the advice of Bond Counsel and include it in the Tax Agreement.
(b) Contents and Procedure. The Bond Compliance Officer will consult the Tax
Agreement and, if necessary, contact Bond Counsel to seek advice regarding any special
allocation of Tax-Advantaged Bond proceeds and other money of the Issuer to the Costs of the
Project. If no special allocation is required or recommended, the Bond Compliance Officer will
allocate Costs of the Project to the proceeds of the Tax-Advantaged Bonds in accordance with
the Issuer’s accounting records. Each Final Written Allocation will contain the following: (1) a
reconciliation of the actual sources and uses to Costs of the Project, (2) the percentage of the cos t
of the Project financed with proceeds of the Tax -Advantaged Bonds (sale proceeds plus any
investment earnings on those sale proceeds), (3) the Project’s Placed in Service date, (4) the
estimated economic useful life of the Project, and (5) any special procedures to be followed in
completing the Annual Compliance Checklist (e.g., limiting the Annual Compliance Checklist to
specific areas of the Project that the Final Written Allocation or the Tax Agreement treats as
having been financed by Tax-Advantaged Bonds).
(c) Finalize Annual Compliance Checklist. As part of the preparation of the Final
Written Allocation, the Bond Compliance Officer will update the draft Annual Compliance
Checklist contained in the Tax Agreement. The Bond Compliance Officer will in clude reminders
for all subsequent arbitrage rebate computations required for the Tax-Advantaged Bonds in the
Annual Compliance Checklist.
(d) Review of Final Written Allocation and Annual Compliance Checklist . Each
Final Written Allocation and Annual Compliance Checklist will be reviewed by legal counsel to
the Issuer or Bond Counsel for sufficiency and compliance with the Tax Agreement and this
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Compliance Procedure. Following the completion of the review, the Bond Compliance Officer
will execute the Final Written Allocation.
Article VI
Ongoing Monitoring Procedures
Section 6.1. Annual Compliance Checklist. An Annual Compliance Checklist will
be completed by the Bond Compliance Officer each year following completion of the Final
Written Allocation. Each Annual Compliance Checklist will be designed and completed for the
purpose of identifying potential noncompliance with the terms of the Tax Agreement or this
Compliance Procedure and obtaining documents (such as investment records, arbitrage
calculations, or other documentation for the Project) that are required to be incorporated in the
Tax-Advantaged Bond File. The Bond Compliance Officer will refer any responses indicating a
violation of the terms of the Tax Agreement to legal counsel to the Issuer or Bond Counsel and,
if recommended by counsel, will follow the pro cedure set out in Section 4.4 hereof to remediate
the non-compliance.
Section 6.2. Arbitrage and Rebate Compliance. The Bond Compliance Officer will
monitor the investment of Bond Restricted Funds and provide investment records to the Rebate
Analyst on a timely basis. The Bond Compliance Officer will follow the directions of the Rebate
Analyst with respect to the preparation of and the timing of rebate or yield reduction
computations.
Article VII
CONTINUING DISCLOSURE
Section 7.1. Annual Disclosure Filings. For each issuance of Tax-Advantaged Bonds,
the Bond Compliance Officer will review the Continuing Disclosure Undertaking to determine
the financial information and operating data required to be included in the Annual Report to be
filed by the Issuer with the MSRB on EMMA. The Bond Compliance Officer will cause the
Annual Report to be filed with the MSRB on EMMA within the time limits provided in the
Continuing Disclosure Undertaking for the Tax-Advantaged Bonds.
Section 7.2. Material Event Disclosure Filings. For each outstanding issue of Tax-
Advantaged Bonds (or taxable bonds subject to a Continuing Disclosure Undertaking), the Bond
Compliance Officer will review the Continuing Disclosure Undertaking to determine the
“material events” that require prompt notice to be filed with the MSRB. Generally, the
occurrence of any of the following events with respect to the Tax-Advantaged Bonds represents
a “material event:”
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(1) principal and interest payment delinquencies;
(2) non-payment related defaults, if material;
(3) unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions, the issuance by the IRS of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax
status of the Tax-Advantaged Bonds, or other material events affecting the
tax status of the Tax-Advantaged Bonds;
(7) modifications to rights of bondholders, if material;
(8) bond calls, if material, and tender offers;
(9) defeasances;
(10) release, substitution or sale of property securing repayment of the Tax-
Advantaged Bonds, if material;
(11 ) rating changes;
(12) bankruptcy, insolvency, receivership or similar event of the obligated
person;
(13) the consummation of a merger, consolidation, or acquisition involving the
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material;
(14) appointment of a successor or additional trustee or the change of name of
the trustee, if material;
(15) incurrence of a Financial Obligation of the obligated person, if material, or
agreement to covenants, events of default, remedies, priority rights, or
other similar terms of a Financial Obligation of the obligated person, any
of which affect security holders, if material; and
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(16) default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the
obligated person, any of which reflect financial difficulties.
After obtaining actual knowledge of the occurrence of any event that the Bond
Compliance Officer believes may constitute an event requiring disclosure, the Bond Compliance
Officer will contact Bond Counsel to determine if notice of the event is required to be given to
the MSRB under the Continuing Disclosure Undertaking. If it is determined that notice should
be provided to the MSRB or is required to be provided to the MSRB by the Continuing
Disclosure Undertaking, the Bond Compliance Officer will cause the appropriate notice to be
filed with the MSRB on EMMA within 10 business days after the occurrence of the event or as
otherwise directed by Bond Counsel.
ADOPTED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST.
LOUIS SEWER DISTRICT, THIS ___ DAY OF __________, 2020.
The foregoing Resolution was adopted on February 13, 2020.