HomeMy Public PortalAbout13763
ORDINANCE NO. 13763
OF
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
Relating to:
WASTEWATER SYSTEM REVENUE BONDS
SERIES 2013B
(i)
TABLE OF CONTENTS
This Table of Contents is for convenience of reference only and is not part of this
Ordinance.
Page
Recitals .................................................................................................................... 1
ARTICLE I
DEFINITIONS
Section 1.1. Definitions............................................................................................................... 5
ARTICLE II
AUTHORIZATION OF THE SERIES 2013B BONDS
Section 2.1. Authorization of Series 2013B Bonds; Details ....................................................... 9
ARTICLE III
REDEMPTION OF SERIES 2013B BONDS
Section 3.1. Redemption of Series 2013B Bonds ..................................................................... 11
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment of Funds and Accounts .................................................................. 12
ARTICLE V
GENERAL PROVISIONS
Section 5.1. Applicability of Master Bond Ordinance. ............................................................. 12
Section 5.2. Authorization of Series 2013B Registrar and Paying Agent
Agreement 12
Section 5.3. Authorization of Continuing Disclosure Agreement ............................................ 13
ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF SERIES 2013B BONDS
Section 6.1. Sale of Series 2013B Bonds; Authorization and Execution of
Documents 13
(ii)
Section 6.2. Application of Series 2013B Bond Proceeds ........................................................ 13
Section 6.3. Appropriation of Series 2013B Bond Proceeds to Pay Costs of
Issuance 14
Section 6.4. Moneys in the Series 2013B Costs of Issuance Account ...................................... 14
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Preliminary and Final Official Statement ............................................................. 14
Section 7.2. General Authorization for Series 2013B Bonds ................................................... 15
Section 7.3. Repeal of Ordinance No. 13743............................................................................ 15
Section 7.4. Severability ........................................................................................................... 15
Section 7.5. Applicable Provisions of Law ............................................................................... 15
Section 7.6. Effective Date ....................................................................................................... 16
Exhibit A - Form of Series 2013B Bonds
Exhibit B - Continuing Disclosure Agreement
Exhibit C - Purchase Contract
Exhibit D - Form of Requisition--Project Fund
Exhibit E - Registrar and Paying Agent Agreement
Exhibit F - Preliminary Official Statement
ORDINANCE NO. 13763
AN ORDINANCE, REPEALING ORDINANCE NO. 13743 AND ENACTING
IN LIEU THEREOF A NEW ORDINANCE AUTHORIZING AND
DIRECTING THE ISSUANCE, SALE AND DELIVERY OF WASTEWATER
SYSTEM REVENUE BONDS, SERIES 2013B, OF THE METROPOLITAN
ST. LOUIS SEWER DISTRICT; PRESCRIBING THE FORM AND DETAILS
OF SAID BONDS; AND AUTHORIZING CERTAIN ACTIONS AND
DOCUMENTS AND PRESCRIBING OTHER MATTERS RELATING
THERETO.
1. 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 ”, as hereinafter more fully defined).
2. 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.
3. Pursuant to such authority, a special bond election was duly held in the District on
June 5, 2012 on the following proposition:
PROPOSITION Y
To comply with federal and state clean water requirements, shall
The Metropolitan St. Louis Sewer District (MSD) issue its sewer
revenue bonds in the amount of Nine Hundred Forty Five Million
Dollars ($945,000,000) for the purpose of designing, constructing,
improving, renovating, repairing, replacing and equipping new and
existing MSD sewer and drainage facilities and systems, including
sewage treatment and disposal plants, sanitary sewers, and
acquisition of easements and real property related thereto, the cost
of operation and maintenance of said facilities and systems and the
principal of and interest on said revenue bonds to be payable solely
from the revenues derived by MSD from the operation of its
wastewater sewer system, including all future extensions and
improvements thereto?
and it was found and determined that more than a simple majority of the qualified electors of the
District voting on the proposition had voted in favor of the issuance of said revenue bonds for the
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purpose aforesaid, the vote on said proposition having been 63,198 votes for said proposition to
11,040 votes against said proposition.
4. $277,000,000 of the bonds authorized at the above-described election have
heretofore been issued (the Series 2012A Bonds and the Series 2013A Bonds as described
below).
5. 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 as described below.
6. Pursuant to an election duly held on August 5, 2008, the qualified electors of the
District authorized the issuance of $275,000,000 of revenue bonds, all of which have heretofore
been issued as described below.
7. By Master Bond Ordinance No. 11713 passed on April 22, 2004 (the “Master
Bond Ordinance”), the District has issued its Wastewater System Revenue Bonds, Series 2004A
(the “Series 2004A Bonds”), dated May 6, 2004, in the original principal amount of
$175,000,000, of which $2,375,000 remains outstanding as of the date of passage of this
Ordinance.
8. The District hereby ratifies and affirms the Master Bond Ordinance.
9. By Ordinance No. 11736 passed on May 13, 2004 (the “Series 2004B
Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State
Revolving Fund Program), Series 2004B (the “Series 2004B Bonds”), dated May 28, 2004, in
the original principal amount of $161,280,000, of which $112,405,000 remains outstanding as of
the date of passage of this Ordinance.
10. By Ordinance No. 11986 passed on May 5, 2005 (the “Series 2005A Ordinance”),
the District has issued its Subordinate Wastewater System Revenue Bonds (State Revolving
Fund Program), Series 2005A (the “Series 2005A Bonds”), dated May 19, 2005, in the original
principal amount of $6,800,000, of which $4,750,000 remains outstanding as of the date of
passage of this Ordinance.
11. By Ordinance No. 12179 passed on March 9, 2006 (the “Series 2006A
Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State
Revolving Fund Program), Series 2006A (the “Series 2006A Bonds”), dated April 27, 2006, in
the original principal amount of $42,715,000, of which $32,085,000 remains outstanding as of
the date of passage of this Ordinance.
12. By Ordinance No. 12332 passed on October 12, 2006 (the “Series 2006B
Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State
Revolving Fund Program), Series 2006B (the “Series 2006B Bonds”), dated November 16, 2006,
in the original principal amount of $14,205,000, of which $10,945,000 remains outstanding as of
the date of the passage of this Ordinance.
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13. By Ordinance No. 12343 passed on November 9, 2006 (the “Series 2006C
Ordinance”), the District has issued its Wastewater System Revenue Bonds, Series 2006C (the
“Series 2006C Bonds”), dated November 28, 2006, in the original principal amount of
$60,000,000, all of which remains outstanding as of the date of the passage of this Ordinance.
14. By Ordinance No. 12755 passed on October 7, 2008 (the “Series 2008B
Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State
Revolving Fund Program), Series 2008B (the “Series 2008B Bonds”), dated October 30, 2008, in
the original principal amount of $40,000,000, of which $32,940,000 remains outstanding as of
the date of the passage of this Ordinance.
15. By Ordinance No. 12771 passed on November 13, 2008 (the “Series 2008A
Ordinance”), the District has issued its Wastewater System Revenue Bonds, Series 2008A (the
“Series 2008A Bonds”), dated November 25, 2008, in the original principal amount of
$30,000,000, all of which remains outstanding as of the date of the passage of this Ordinance.
16. By Ordinance No. 12937 passed on August 13, 2009 (the “Series 2009A
Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State of
Missouri – Direct Loan Program), Series 2009A (the “Series 2009A Bonds”), dated October 21,
2009, in the original principal amount of $23,000,000, of which $20,093,400 remains
outstanding as of the date of the passage of this Ordinance.
17. By Ordinance No. 13024 passed on January 14, 2010 (the “Series 2010A
Ordinance”), the District has authorized the issuance of its Subordinate Wastewater System
Revenue Bonds (State of Missouri – Direct Loan Program - ARRA), Series 2010A (the “Series
2010A Bonds”), dated January 26, 2010, in an original principal amount not to exceed
$7,980,700, of which $7,471,600 remains outstanding as of the date of the passage of this
Ordinance.
18. By Ordinance No. 13025 passed on January 14, 2010 (the “Series 2010B
Ordinance”), the District has issued its Taxable Wastewater System Revenue Bonds (Build
America Bonds – Direct Pay), Series 2010B (the “Series 2010B Bonds”), dated January 28,
2010, in the original principal amount of $85,000,000, all of which remains outstanding as of the
date of the passage of this Ordinance.
19. By Ordinance No. 13183 passed on December 9, 2010 (the “Series 2010C
Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State of
Missouri – Direct Loan Program), Series 2010C (the “Series 2010C Bonds”), dated December
21, 2010, in an original principal amount not to exceed $37,000,000, of which $33,999,000
remains outstanding as of the date of the passage of this Ordinance.
20. By Ordinance No. 13327 passed on November 21, 2011 (the “Series 2011A
Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State of
Missouri – Direct Loan Program), Series 2011A (the “Series 2011A Bonds”), dated November
30, 2011, in an original principal amount not to exceed $39,769,300, all of which remains
outstanding as of the date of the passage of this Ordinance.
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21. By Ordinance No. 13344 passed on December 8, 2011 (the “Series 2011B
Ordinance”), the District has issued its Wastewater System Revenue Bonds, Series 2011B (the
“Series 2011B Bonds”), dated December 22, 2011, in the original principal amount of
$52,250,000, of which $50,610,000 remains outstanding as of the date of the passage of this
Ordinance.
22. By Ordinance No. 13465 passed on August 9, 2012 (the “Series 2012A
Ordinance”), the District has issued its Wastewater System Revenue Bonds, Series 2012A (the
“Series 2012A Bonds”), dated August 23, 2012, in the original principal amount of
$225,000,000, all of which remains outstanding as of the date of the passage of this Ordinance.
23. By Ordinance No. 13521 passed on October 24, 2012 (the “Series 2012B
Ordinance”), the District has issued its Wastewater System Refunding Revenue Bonds, Series
2012B (the “Series 2012B Bonds”), dated November 14, 2012, in the original principal amount
of $141,730,000, all of which remains outstanding as of the date of the passage of this
Ordinance.
24. By Ordinance No. 13731 passed on October 10, 2013 (the “Series 2013A
Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State of
Missouri – Direct Loan Program), Series 2013A (the “Series 2013A Bonds” and together with
the Series 2004B Bonds, the Series 2005A Bonds, the Series 2006A Bonds, the Series 2006B
Bonds, the Series 2008B Bonds, the Series 2009A Bonds, the Series 2010A Bonds, the Series
2010C Bonds and the Series 2011A Bonds, the “Outstanding Subordinate Bonds”), dated
October 31, 2013 in an original principal amount not to exceed $52,000,000, all of which
remains outstanding as of the date of the passage of this Ordinance.
25. Under the provisions of the Master Bond Ordinance, the District may issue
additional bonds payable out of the Pledged Revenues that are senior to the Outstanding
Subordinate Bonds, and that are on parity with the Outstanding Senior Bonds (within the
meaning of the Master Bond Ordinance), if certain conditions are met.
26. The District has determined that there is a need for the construction,
improvement, renovation, repair, replacement and equipping of the System, all as generally
described in the report dated September 2002, prepared by the District’s program planners,
Sverdrup, Kwame and Metcalf & Eddy, and in accordance or substantially in accordance with
plans and specifications on file from time to time with the District.
27. 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 the additions,
extensions and improvements to the System described above, and to finance the costs of the
foregoing by issuing its revenue bonds authorized at the special bond election held on June 5,
2012 in the original principal amount of $150,000,000 (the “Series 2013B Bonds”).
28. The Series 2013B Bonds are being issued as Senior Bonds (within the meaning of
the Master Bond Ordinance) on a parity with the Series 2004A Bonds, the Series 2006C Bonds,
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the Series 2008A Bonds, the Series 2010B Bonds, the Series 2011B Bonds, the Series 2012A
Bonds and the Series 2012B Bonds, under the Master Bond Ordinance and this Ordinance, this
Ordinance constitutes a Series Ordinance (within the meaning of the Master Bond Ordinance),
and the provisions of the Master Bond Ordinance are applicable to the Series 2013B Bonds
except as otherwise provided in this Ordinance.
29. The District, upon the issuance of the Series 2013B Bonds, will not have
outstanding any other bonds or other obligations payable from the Pledged Revenues other than
the Series 2004A Bonds, the Series 2006C Bonds, the Series 2008A Bonds, the Series 2010B
Bonds, the Series 2011B Bonds, the Series 2012A Bonds, the Series 2012B Bonds and the
Outstanding Subordinate Bonds.
NOW, THEREFORE, Be It Ordained by the Board of Trustees of The Metropolitan St.
Louis Sewer District, as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. For all purposes of this Ordinance, except as otherwise
provided or unless the context otherwise requires, words and terms used in this Ordinance shall
have the meanings set forth in Section 1.1 of the Master Bond Ordinance and the following
meanings set forth in this Section. Any words and terms defined herein that are not already
defined in the Master Bond Ordinance are intended to supplement the definitions contained
therein. Any words and terms defined herein that are already defined in the Master Bond
Ordinance are intended to replace and supersede such definitions already contained therein for
purposes related to the Series 2013B Bonds. If any of the following definitions conflict with the
definitions already set forth in the Master Bond Ordinance, the definitions set forth herein shall
take precedence:
“Beneficial Owner” with respect to the Series 2004A Bonds, the Series 2006C Bonds, the
Series 2008A Bonds, the Series 2010B Bonds, the Series 2011B Bonds, the Series 2012A Bonds,
the Series 2012B Bonds and the Series 2013B Bonds, shall have the meaning specified in
Section 2.11 of the Master Bond Ordinance.
“Bond Registrar” means any bank or trust company designated as such by the District in
the Bond Ordinance with respect to any of the Bonds. Such Bond Registrar shall perform the
duties required of the Bond Registrar in the Bond Ordinance. The Bank of New York Mellon
Trust Company, N.A. is hereby designated as Bond Registrar for the Series 2013B Bonds.
“Continuing Disclosure Agreement” means (i) with respect to the Series 2004A Bonds,
the Disclosure Dissemination Agent Agreement dated as of May 1, 2004 between the District
and Digital Assurance Certification, L.L.C., as Dissemination Agent, as amended from time to
time in accordance with its terms, in substantially the form attached to the Master Bond
Ordinance as Exhibit B, (ii) with respect to the Series 2006C Bonds, the Disclosure
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Dissemination Agent Agreement dated as of November 1, 2006 between the District and Digital
Assurance Certification, L.L.C., as Dissemination Agent, as amended from time to time in
accordance with its terms, in substantially the form attached to the Series 2006C Ordinance as
Exhibit B, (iii) with respect to the Series 2008A Bonds, the Disclosure Dissemination Agent
Agreement dated as of November 1, 2008 between the District and Digital Assurance
Certification, L.L.C., as Dissemination Agent, as amended from time to time in accordance with
its terms, in substantially the form attached to the Series 2008A Ordinance as Exhibit B, (iv) with
respect to the Series 2010B Bonds, the Disclosure Dissemination Agent Agreement dated as of
January 1, 2010 between the District and Digital Assurance Certification, L.L.C., as
Dissemination Agent, as amended from time to time in accordance with its terms, in substantially
the form attached to the Series 2010B Ordinance as Exhibit B, (v) with respect to the Series
2011B Bonds, the Disclosure Dissemination Agent Agreement dated as of December 1, 2011
between the District and Digital Assurance Certification, L.L.C., as Dissemination Agent, as
amended from time to time in accordance with its terms, in substantially the form attached to the
Series 2011B Ordinance as Exhibit B, (vi) with respect to the Series 2012A Bonds, the
Disclosure Dissemination Agent Agreement dated as of August 1, 2012 between the District and
Digital Assurance Certification, L.L.C., as Dissemination Agent, as amended from time to time
in accordance with its terms, in substantially the form attached to the Series 2012A Ordinance as
Exhibit B, (vii) with respect to the Series 2012B Bonds, the Disclosure Dissemination Agent
Agreement dated as of November 1, 2012 between the District and Digital Assurance
Certification, L.L.C., as Dissemination Agent, as amended from time to time in accordance with
its terms, in substantially the form attached to the Series 2012B Ordinance as Exhibit B, (viii)
with respect to the Series 2013B Bonds, the Disclosure Dissemination Agent Agreement dated as
of December 1, 2013 between the District and Digital Assurance Certification, L.L.C., as
Dissemination Agent, as amended from time to time in accordance with its terms, in substantially
the form attached hereto as Exhibit B, and (ix) with respect to any other series of Bonds, the
continuing disclosure agreement relating to such series of Bonds, as amended from time to time
in accordance with its terms.
“Debt Service Reserve Requirement” means an amount determined from time to time by
the District as a reasonable reserve for the payment of Principal of and interest on Senior Bonds
which are not Senior SRF Bonds. On the date of issue of a series of Senior Bonds which are not
Senior SRF Bonds, this amount shall be the least of (a) 10% of the stated Outstanding Principal
amount of the Senior Bonds which are not Senior SRF Bonds, (b) the maximum annual Principal
and interest requirements (taking into account the anticipated receipt of U.S. Treasury Interest
Subsidy payments on the Series 2010B Bonds) on the Senior Bonds which are not Senior SRF
Bonds (determined as of the issue date of each series of Senior Bonds which are not Senior SRF
Bonds), or (c) 125% of the average annual Principal and interest requirements (taking into
account the anticipated receipt of U.S. Treasury Interest Subsidy payments on the Series 2010B
Bonds) on the Senior Bonds which are not Senior SRF Bonds (determined as of the issue date of
each series of Senior Bonds which are not Senior SRF Bonds). The District may in its sole
discretion change, reduce or increase this amount from time to time by Supplemental Ordinance,
but in no event may the District reduce this amount (A) below the greater of (1) while the Series
2004A Bonds, the Series 2006C Bonds, the Series 2008A Bonds, the Series 2010B Bonds, the
Series 2011B Bonds, the Series 2012A Bonds, the Series 2012B Bonds or the Series 2013B
Bonds are Outstanding, the least of (x) the aggregate of 10% of the stated Outstanding Principal
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amounts of the Series 2004A Bonds, the Series 2006C Bonds, the Series 2008A Bonds, the
Series 2010B Bonds, the Series 2011B Bonds, the Series 2012A Bonds, the Series 2012B Bonds
and the Series 2013B Bonds, (y) the aggregate of the maximum annual Principal and interest
requirements on the Series 2004A Bonds, the Series 2006C Bonds, the Series 2008A Bonds, the
Series 2010B Bonds, the Series 2011B Bonds, the Series 2012A Bonds, the Series 2012B Bonds
and the Series 2013B Bonds (taking into account the anticipated receipt of U.S. Treasury Interest
Subsidy payments on the Series 2010B Bonds) (determined as of their respective issue dates), or
(z) the aggregate of 125% of the average annual Principal and interest requirements on the Series
2004A Bonds, the Series 2006C Bonds, the Series 2008A Bonds, the Series 2010B Bonds, the
Series 2011B Bonds, the Series 2012A Bonds, the Series 2012B Bonds and the Series 2013B
Bonds (taking into account the anticipated receipt of U.S. Treasury Interest Subsidy payments on
the Series 2010B Bonds) (determined as of their respective issue dates), or (2) 50% of the
average annual Debt Service Requirement with respect to Senior Bonds (other than Senior SRF
Bonds) in the then current or any succeeding Fiscal Year, and (B) unless each Rating Agency
indicates in writing to the District that such reduction will not, by itself, result in a reduction or
withdrawal of its current Rating on the Senior Bonds. If the aggregate initial offering price of a
series of Bonds to the public is less than 98% or more than 102% of par, such offering price shall
be used in lieu of the stated Principal amount. Notwithstanding anything herein to the contrary,
(1) when all or a portion (the “Refunding Portion”) of a series of Senior Bonds is issued to
refund a portion of a series of Outstanding Senior Bonds (the “Refunded Series”), the annual
Principal and interest requirements to be used for purposes of clauses (b), (c), (A)(1)(y) and
(A)(1)(z) above shall not include both the Principal and interest requirements of the Refunding
Portion and the Refunded Series, but instead shall be, as between the Refunding Portion and the
Refunded Series, the one that, when added to the Principal and interest requirements for all other
Senior Bonds included in such computation, results in the greatest aggregate amount; (2) in no
event shall the deposit to the Debt Service Reserve Requirement for each series of Senior Bonds
exceed an amount permitted for a reasonably required reserve fund under the Code; and (3) the
Debt Service Reserve Requirement, if any, in connection with any Senior SRF Bonds or any
Subordinate Bonds, including Subordinate SRF Bonds, shall be as provided in the Series
Ordinance authorizing the issuance of such Senior SRF Bonds or such Subordinate Bonds.
“Depository” means the depository of each fund established under the Bond Ordinance,
and any successor depository of such fund hereafter designated by the District from time to time
by Supplemental Ordinance. The Depository for the Series 2004A Bonds, the Series 2006C
Bonds, the Series 2008A Bonds, the Series 2010B Bonds, the Series 2011B Bonds, the Series
2012A Bonds, the Series 2012B Bonds and the Series 2013B Bonds is Bank of America, N.A.,
St. Louis, Missouri.
“Paying Agent” means any bank or trust company, including any successors and assigns
thereof, authorized by the District in the Bond Ordinance to pay the Principal of, premium, if
any, or interest on any Bonds on behalf of the District. Such Paying Agent shall perform the
duties required of the Paying Agent in the Bond Ordinance. The Bank of New York Mellon
Trust Company, N.A. is hereby designated as Paying Agent for the Series 2013B Bonds.
“Purchase Contract” means (i) with respect to the Series 2004A Bonds, the Purchase
Contract between the District and the Underwriter of the Series 2004A Bonds, in substantially
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the form attached as Exhibit C to the Master Bond Ordinance, (ii) with respect to the Series
2006C Bonds, the Purchase Contract between the District and the Underwriter of the Series
2006C Bonds, in substantially the form attached to the Series 2006C Ordinance as Exhibit C,
(iii) with respect to the Series 2008A Bonds, the Purchase Contract between the District and the
Underwriter of the Series 2008A Bonds, in substantially the form attached to the Series 2008A
Ordinance as Exhibit C, (iv) with respect to the Series 2010B Bonds, the Purchase Contract
between the District and the Underwriter of the Series 2010B Bonds, in substantially the form
attached to the Series 2010B Ordinance as Exhibit C, (v) with respect to the Series 2012A
Bonds, the Purchase Contract between the District and the Underwriter of the Series 2012A
Bonds, in substantially the form attached to the Series 2012A Ordinance as Exhibit C, (vi) with
respect to the Series 2012B Bonds, the Purchase Contract between the District and the
Underwriter of the Series 2012B Bonds, in substantially the form attached to the Series 2012B
Ordinance as Exhibit D, (vii) with respect to the Series 2013B Bonds, the Purchase Contract
between the District and the Underwriter of the Series 2013B Bonds, in substantially the form
attached hereto as Exhibit C and (viii) with respect to any additional Bonds, the Purchase
Contract between the District and the Underwriter relating to such series of Bonds.
“Senior Bonds” means the Series 2004A Bonds, the Series 2006C Bonds, the Series
2008A Bonds, the Series 2010B Bonds, the Series 2011B Bonds, the Series 2012A Bonds, the
Series 2012B Bonds, the Series 2013B Bonds and any Bonds, including Senior SRF Bonds,
issued with a right to payment and secured by a lien on a parity with the Series 2004A Bonds, the
Series 2006C Bonds, the Series 2008A Bonds, the Series 2010B Bonds, the Series 2011B Bonds,
the Series 2012A Bonds, the Series 2012B Bonds and the Series 2013B Bonds (except with
respect to any Credit Facility which may be available only to one or more series of Senior Bonds
and except that Senior SRF Bonds shall not be secured by the Debt Service Reserve Account)
pursuant to Section 5.3 of the Master Bond Ordinance.
“Series 2013B Bonds” means the District’s Wastewater System Revenue Bonds, Series
2013B, issued in the original aggregate Principal amount of $150,000,000, authorized under
Section 2.1 hereof.
“Series 2013B Costs of Issuance Account” means the account by that name within the
Project Fund established in Article IV hereof.
“Series 2013B Official Statement” means the final Official Statement respecting the
Series 2013B Bonds.
“Series 2013B Project” means the project as (i) generally described in the report dated
September 2002, prepared by the District’s program planners, Sverdrup, Kwame and Metcalf &
Eddy, and (ii) particularly described in plans and specifications on file from time to time with the
District.
“Series 2013B Project Account” means the account by that name within the Project Fund
established in Article IV hereof.
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“Series 2013B Rebate Account” means the account by that name within the Rebate Fund
established in Article IV hereof.
“Series 2013B Registrar and Paying Agent Agreement” means the Registrar and Paying
Agent Agreement between the District and the Paying Agent, relating to the Series 2013B
Bonds, in substantially the form attached hereto as Exhibit E.
“Standard and Poor’s” or “S&P” means Standard & Poor’s Ratings Services, a division
of Standard & Poor’s Financial Services LLC, a part of McGraw Hill Financial, Inc., or, if such
corporation is dissolved or liquidated or otherwise ceases to perform securities rating services,
such other nationally recognized securities rating agency as may be designated in writing by the
District. At the time the Master Bond Ordinance was adopted, the notice address of Standard &
Poor’s is 25 Broadway, New York, New York 10004.
“Underwriter” means (i) with respect to the Series 2004A Bonds, Banc of America
Securities LLC, as representative of the original purchasers of the Series 2004A Bonds, (ii) with
respect to the Series 2006C Bonds, A.G. Edwards & Sons, Inc., as representative of the original
purchasers of the Series 2006C Bonds, (iii) with respect to the Series 2008A Bonds, Stifel,
Nicolaus & Company, Incorporated, as representative of the original purchasers of the Series
2008A Bonds, (iv) with respect to the Series 2010B Bonds, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as representative of the original purchasers of the Series 2010B Bonds, (v)
with respect to the Series 2011B Bonds, J.P. Morgan Securities LLC, as the original purchaser of
the Series 2011B Bonds, (vi) with respect to the Series 2012A Bonds, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as representative of the original purchasers of the Series 2012A
Bonds, (vii) with respect to the Series 2012B Bonds, Siebert Brandford Shank & Co., L.L.C., as
representative of the original purchasers of the Series 2012B Bonds, (viii) with respect to the
Series 2013B Bonds, J.P. Morgan Securities LLC, as representative of the original purchasers of
the Series 2013B Bonds, and (ix) with respect to any additional series of Bonds, the
underwriter(s) specified in the Series Ordinance authorizing such series of Bonds.
ARTICLE II
AUTHORIZATION OF THE SERIES 2013B BONDS
Section 2.1. Authorization of Series 2013B Bonds; Details. The District hereby
authorizes the execution, issuance, and delivery of a series of Bonds to be designated “The
Metropolitan St. Louis Sewer District Wastewater System Revenue Bonds, Series 2013B,” in the
aggregate Principal amount of $150,000,000, which series of Bonds shall be executed, issued,
and delivered under, and secured by, the Master Bond Ordinance and this Ordinance.
The Series 2013B Bonds shall be dated the date of their initial issuance. The Series
2013B Bonds shall be numbered in a convenient manner established by the Bond Registrar and
shown by the Bond Register.
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The Series 2013B Bonds and the Bond Registrar’s Certificate of Authentication shall be
in substantially the form set forth in Exhibit A attached hereto, with such variations, omissions,
substitutions and insertions as are required or permitted by the Master Bond Ordinance and this
Ordinance.
The Series 2013B Bonds shall bear interest at the rates per annum set forth below,
computed on the basis of a 360-day year consisting of twelve 30-day months, payable on May 1,
2014 and semiannually thereafter on each May 1 and November 1 of each year and shall mature
on May 1 in the years and in the Principal amounts as follows, unless earlier called for
redemption:
SERIAL BONDS
Stated
Maturity
(May 1)
Principal
Amount
Annual
Rate
of
Interest
Stated
Maturity
(May 1)
Principal
Amount
Annual
Rate
of
Interest
20___ $ % 20___ $ %
20___ 20___
20___ 20___
20___ 20___
20___ 20___
20___ 20___
20___ 20___
20___ 20___
20___ 20___
TERM BONDS
Stated
Maturity
(May 1)
Principal
Amount
Annual
Rate
of
Interest
20___ $ %
20___
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ARTICLE III
REDEMPTION OF SERIES 2013B BONDS
Section 3.1. Redemption of Series 2013B Bonds.
(a) Optional Redemption of Series 2013B Bonds. At the District’s option, the Series
2013B Bonds or portions thereof maturing on May 1, 20___ and thereafter may be called for
redemption and payment prior to their Stated Maturity on May 1, 20___ and thereafter, in whole
or in part on any date in such order of maturity as shall be determined by the District at the
Redemption Price of 100% of the principal amount thereof plus accrued interest thereon to the
Redemption Date.
(b) Mandatory Redemption of Series 2013B Bonds. The Series 2013B Bonds
maturing in the years 20___ and 20___ are Term Bonds and are subject to mandatory redemption
prior to maturity on May 1 of the years, in the amounts, and at the prices provided below.
As and for a sinking fund for the retirement prior to maturity of the Series 2013B Bonds
that are Term Bonds, there shall be deposited in the Payments Account from the Revenue Fund
an amount sufficient to redeem the following Principal amounts of the Series 2013B Bonds on
May 1 of each year specified below (each such date being referred to as a “mandatory
redemption date”):
Series 2013B Bonds Maturing May 1, 20___
Year Principal Amount
20___ $
20___
20___
20___
20___+
_____________ +Final Maturity
Series 2013B Bonds Maturing May 1, 20___
Year Principal Amount
20___ $
20___
20___
20___
20___+
_____________ +Final Maturity
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The District shall redeem such an aggregate Principal amount of the Series 2013B Bonds
that are Term Bonds at a redemption price equal to the Principal amount thereof plus the interest
due thereon to the mandatory redemption date.
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment of Funds and Accounts. In addition to the Funds and
Accounts established in Section 4.2 of the Master Bond Ordinance, the District hereby
establishes the following accounts, and the moneys deposited in such accounts shall be held in
trust for the purposes set forth in the Bond Ordinance:
4.1.1. Within the Metropolitan St. Louis Sewer District Wastewater Rebate Fund
(the “Rebate Fund”), to be held by the Depository for the account of the District, a Series
2013B Rebate Account.
4.1.2. Within the Metropolitan St. Louis Sewer District Wastewater Project Fund
(the “Project Fund”), to be held by the Depository for the account of the District, a Series
2013B Project Account and a Series 2013B Costs of Issuance Account.
Each account listed above shall be held within the fund under which it is created. The
Rebate Fund is further described in Article VI of the Master Bond Ordinance and the Project
Fund is further described in Article XII of the Master Bond Ordinance.
ARTICLE V
GENERAL PROVISIONS
Section 5.1. Applicability of Master Bond Ordinance. Except as otherwise provided in
this Ordinance, the provisions of the Master Bond Ordinance are hereby ratified, approved and
confirmed and incorporated herein and shall be applicable to the authorization, execution,
authentication, issuance, redemption, payment, sale and delivery of the Series 2013B Bonds, the
custody and the distribution of the proceeds and the security, payment, redemption and
enforcement of payment thereof. The requirements of Article V of the Master Bond Ordinance
regarding the issuance of additional Bonds have been satisfied.
Section 5.2. Authorization of Series 2013B Registrar and Paying Agent Agreement.
The form, terms, and conditions and the execution, delivery, and performance of the Series
2013B Registrar and Paying Agent Agreement, which has been filed with the District, are hereby
approved and authorized. The Series 2013B Registrar and Paying Agent Agreement shall be in
substantially the form attached hereto as Exhibit E with such changes, corrections, deletions,
insertions, variations, additions, or omissions as may be approved by the Chairman of the
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Governing Body, the Chief Officer or the Chief Financial Officer, whose approval thereof shall
be conclusively evidenced by the execution of such contract. The Chairman of the Governing
Body, the Chief Officer or the Chief Financial Officer is hereby authorized and directed to
execute on behalf of the District the Series 2013B Registrar and Paying Agent Agreement.
Section 5.3. Authorization of Continuing Disclosure Agreement. The form, terms, and
conditions and the execution, delivery, and performance of the Continuing Disclosure
Agreement with respect to the Series 2013B Bonds, which has been filed with the District, are
hereby approved and authorized. The Continuing Disclosure Agreement shall be in substantially
the form attached hereto as Exhibit B with such changes, corrections, deletions, insertions,
variations, additions, or omissions as may be approved by the Chairman of the Governing Body,
the Chief Officer or the Chief Financial Officer, whose approval thereof shall be conclusively
evidenced by the execution of such contract. The Chairman of the Governing Body, the Chief
Officer or the Chief Financial Officer is hereby authorized and directed to execute on behalf of
the District the Continuing Disclosure Agreement. The District hereby covenants and agrees that
it shall comply with and carry out all of the provisions of the Continuing Disclosure Agreement.
Notwithstanding any other provision of the Bond Ordinance, failure of the District to comply
with the Continuing Disclosure Agreement shall not be considered a default or an Event of
Default under the Bond Ordinance. It is expressly provided, however, that any Beneficial Owner
of the Series 2013B Bonds may take such action, to the extent and in such manner as may be
allowed by applicable law, as may be necessary and appropriate, including seeking mandamus or
specific performance by court order, to cause the District to comply with its obligations under
this Section.
ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF SERIES 2013B BONDS
Section 6.1. Sale of Series 2013B Bonds; Authorization and Execution of Documents.
The District shall sell the Series 2013B Bonds to the Underwriter for the price of $__________
on the date of payment and delivery of the Series 2013B Bonds. Delivery of the Series 2013B
Bonds shall be made to the Underwriter as soon as practicable after the effective date of this
Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract in
substantially the form attached hereto as Exhibit C. The Chairman of the Governing Body, the
Chief Officer or the Chief Financial Officer is authorized to execute the Purchase Contract, with
such changes therein as such official deems appropriate, for and on behalf of the District, such
officer’s signature thereon being conclusive evidence of such official’s and the District’s
approval thereof. The Chairman of the Governing Body, the Chief Officer and the Chief
Financial Officer are further authorized and directed to execute any other documents, certificates
and instruments that are necessary or desirable to carry out the intent of this Ordinance. The
Attesting Officer is authorized and directed to attest the execution of any documents, certificates
and instruments that are necessary or desirable to carry out the intent of this Ordinance.
Section 6.2. Application of Series 2013B Bond Proceeds. Upon the written request of
the District, the Bond Registrar shall authenticate and hold the Series 2013B Bonds as “Fast
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Agent” for the benefit of the Beneficial Owners and shall receive a receipt for the Series 2013B
Bonds. The District shall apply the proceeds from the sale of the Series 2013B Bonds as
follows:
(a) The sum of $__________ shall be deposited into the Series 2013B Costs
of Issuance Account and shall be disbursed to pay the Costs of Issuance of the Series
2013B Bonds.
(b) The sum of $__________ shall be deposited into the Debt Service Reserve
Account.
(c) All remaining proceeds ($__________) shall be deposited into the Series
2013B Project Account.
Section 6.3. Appropriation of Series 2013B Bond Proceeds to Pay Costs of Issuance.
The District hereby appropriates the amount of $__________ from moneys on deposit in the
Series 2013B Costs of Issuance Account to pay costs of issuing the Series 2013B Bonds.
Section 6.4. Moneys in the Series 2013B Costs of Issuance Account. At such time as
the Depository is furnished with a certificate from the Chief Financial Officer stating that all
Costs of Issuance have been paid, and in any case not later than 6 months after the date of
issuance of the Series 2013B Bonds, the Depository shall transfer any money in the Series 2013B
Costs of Issuance Account to the Series 2013B Project Account of the Project Fund.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Preliminary and Final Official Statement.
(a) The Preliminary Official Statement, in the form attached hereto as Exhibit F, is
hereby ratified and approved, and the final Official Statement is hereby authorized and approved
by supplementing, amending and completing the Preliminary Official Statement, with such
changes and additions thereto as are necessary to conform to and describe the transaction. The
Chairman of the Governing Body or the Chief Officer is hereby authorized to execute the final
Official Statement as so supplemented, amended and completed, and the use and public
distribution of the final Official Statement by the Underwriter in connection with the reoffering
of the Series 2013B Bonds is hereby authorized. The proper officials of the District are hereby
authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed
therein, dated as of the date of payment for and delivery of the Series 2013B Bonds.
(b) For the purpose of enabling the Underwriter to comply with the requirements of
Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the District hereby 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),
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and the appropriate officers of the District are hereby authorized, if requested, to provide the
Underwriter a letter or certification to such effect and to take such other actions or execute such
other documents as such officers in their reasonable judgment deem necessary to enable the
Underwriter to comply with the requirement of such Rule.
(c) The District agrees to provide to the Underwriter within seven business days of
the date of sale of the Series 2013B Bonds sufficient copies of the final Official Statement to
enable the Underwriter 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 7.2. General Authorization for Series 2013B Bonds. From and after the date of
adoption of this Ordinance, the officials, employees and agents of the District are hereby
authorized to do all such acts and things and to execute and deliver any and all other documents,
agreements, certificates and instruments as may be necessary or desirable in connection with the
execution, delivery and sale of the Series 2013B Bonds, the investment of the proceeds of the
Series 2013B Bonds and the transactions contemplated on the part of the District by the Bond
Ordinance, including, but not limited to, the certificate relating to the Rebate Fund referred to in
Section 6.11 of the Master Bond Ordinance. The Chief Officer and Attesting Officer are hereby
authorized and directed to prepare and furnish to the Underwriter, when the Series 2013B Bonds
are issued, certified copies of all proceedings and records of the District relating to the Series
2013B Bonds or to this Ordinance, and such other affidavits and certificates as may be required
to show the facts relating to the legality and marketability of the Series 2013B Bonds as such
facts appear from the books and records in such officers’ custody and control or as otherwise
known to them. All such certified copies, certificates and affidavits, including any heretofore
furnished, shall constitute representations of the District as to the truth of all statements
contained therein.
Section 7.3. Repeal of Ordinance No. 13743. Ordinance No. 13743 is hereby repealed
in its entirety.
Section 7.4. Severability. In case any one or more of the provisions of this Ordinance
or of the Series 2013B Bonds shall for any reason be held to be illegal or invalid, such illegality
or invalidity shall not affect any other provision of this Ordinance or of the Series 2013B Bonds,
but this Ordinance and the Series 2013B Bonds shall be construed and enforced as if such illegal
or invalid provision had not been contained therein. In case any covenant, stipulation, obligation
or agreement contained in the Series 2013B Bonds or in this Ordinance shall for any reason be
held to be unenforceable or in violation of law, then such covenant, stipulation, obligation or
agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the District
to the full extent that the power to incur such obligation or to make such covenant, stipulation or
agreement shall have been conferred on the District by law.
Section 7.5. Applicable Provisions of Law. This Ordinance shall be governed by and
construed and enforced in accordance with the laws of the State and the Charter.
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Section 7.6. Effective Date. Pursuant to the Charter, this Ordinance constitutes an
appropriation ordinance and shall take effect immediately and be in full force after its passage by
the Governing Body.
* * * * *
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EXHIBIT A
FORM OF SERIES 2013B BONDS
EXCEPT AS OTHERWISE PROVIDED IN THE BOND ORDINANCE (REFERRED TO
HEREIN), THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN
PART, ONLY TO ANOTHER NOMINEE OF DTC (AS DEFINED HEREIN) OR TO A
SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR
SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF MISSOURI
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
WASTEWATER SYSTEM REVENUE BOND
SERIES 2013B
Registered Registered
No. R-_____ $__________
Maturity Date Interest Rate Dated CUSIP
May 1, 20___ ______% December ___, 2013 592481 ____
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
DOLLARS
THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the “District”), a body
corporate, a municipal corporation and a political subdivision duly created and existing under the
laws of the State of Missouri, for value received, hereby promises to pay (but only out of the
sources provided) to the registered owner identified above, or registered assigns, on the Maturity
Date stated above unless this Bond shall have been called for redemption prior to maturity and
payment of the redemption price shall have been duly made or provided for, the principal amount
identified above and to pay (but only out of the sources provided) interest on the balance of such
principal amount from time to time remaining unpaid from and including the date hereof or from
and including the most recent Interest Payment Date (as hereinafter defined) with respect to
which interest has been paid or duly provided for, until payment of such principal amount has
been made, at the Interest Rate per annum shown above (computed on the basis of a 360-day
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year consisting of twelve 30-day months) on May 1 and November 1 of each year (each an
“Interest Payment Date”) commencing May 1, 2014, until the payment of the principal amount
of this Bond in full.
Principal of and redemption premium, if any, on this Bond are payable when due in
lawful money of the United States of America upon presentation and surrender of this Bond at
the principal payment office of The Bank of New York Mellon Trust Company, N.A., in St.
Louis, Missouri, as registrar and paying agent (the “Bond Registrar” or the “Paying Agent”).
Payment of interest on this Bond shall be made to the registered owner and shall be paid in
lawful money of the United States of America by check or draft mailed on the applicable Interest
Payment Date to such registered owner as of the close of business on the 15th day of the calendar
month (the “Record Date”) immediately preceding such Interest Payment Date at its address as it
appears on the registration books (the “Bond Register”) of the District maintained by the Bond
Registrar, or at such other address as is furnished in writing by such registered owner to the Bond
Registrar.
Notwithstanding the foregoing, interest on this Bond shall be payable to any registered
owner of more than $500,000 in aggregate Principal of the Bonds of the same series as this Bond
(including this Bond) by deposit of immediately available funds to the account of such registered
owner maintained with the Paying Agent or transmitted by electronic transfer to such registered
owner at an account maintained at a commercial bank located within the United States of
America, if the Paying Agent receives from such registered owner written deposit or electronic
transfer instructions not less than 15 days prior to the Record Date preceding the Interest
Payment Date for which the deposit or electronic transfer is requested.
This Bond is one of a duly authorized series of bonds designated “The Metropolitan St.
Louis Sewer District Wastewater System Revenue Bonds, Series 2013B” (the “Series 2013B
Bonds”), issued by the District pursuant to and in full compliance with the provisions of the
Constitution and laws of the State of Missouri, including specifically, but without limitation, the
District’s Charter (Plan), as amended. The Series 2013B Bonds have been authorized by a
Master Bond Ordinance duly adopted by the District on April 22, 2004 and a supplemental
Ordinance adopted by the District on December ___, 2013 (collectively, the “Bond Ordinance”)
for the purpose of financing the costs of constructing, improving, renovating, repairing, replacing
and equipping new and existing District sewer facilities and system. The Series 2013B Bonds
are all issued under and equally and ratably secured by and entitled to the benefit of the Bond
Ordinance. Capitalized terms not defined herein are used with the meanings given to them in the
Bond Ordinance.
At the District’s option, the Series 2013B Bonds or portions thereof maturing on May 1,
20___ and thereafter may be called for redemption and payment prior to their Stated Maturity on
May 1, 20___ and thereafter, in whole or in part on any date in such order of maturity as shall be
determined by the District at the redemption price of 100% of the principal amount thereof plus
accrued interest thereon to the redemption date.
The Series 2013B Bonds maturing on May 1, 20___ are subject to mandatory redemption
and payment prior to maturity pursuant to the mandatory redemption requirements of the Bond
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Ordinance on May 1 of each year specified below, at a redemption price equal to 100% of the
principal amount thereof plus accrued interest to the redemption date:
Year Principal Amount
20___ $
20___
20___
20___
20___+
_____________ +Final Maturity
The Series 2013B Bonds maturing on May 1, 20___ are subject to mandatory redemption
and payment prior to maturity pursuant to the mandatory redemption requirements of the Bond
Ordinance on May 1 of each year specified below, at a redemption price equal to 100% of the
principal amount thereof plus accrued interest to the redemption date:
Year Principal Amount
20___ $
20___
20___
20___
20___+
_____________ +Final Maturity
Notice of redemption, unless waived, is to be given by first class mail at least 30 days and
not more than 60 days prior to the date fixed for redemption to the registered owner of each
Series 2013B Bond to be redeemed at the address shown on the Bond Register or at such other
address as is furnished in writing by such registered owner to the Bond Registrar. All such
Series 2013B Bonds called for redemption and for the retirement of which funds are duly
provided shall, on the redemption date designated in such notice, become and be due and payable
at the redemption price provided for redemption of such Series 2013B Bonds on such date, and
interest on the Series 2013B Bonds or portions of Series 2013B Bonds so called for redemption
shall cease to accrue, such Series 2013B Bonds or portions of Series 2013B Bonds shall cease to
be entitled to any lien, benefit, or security under the Bond Ordinance, and the owners of such
Series 2013B Bonds or portions of Series 2013B Bonds shall have no rights in respect thereof
except to receive payment of the redemption price. Any defect in any notice of redemption shall
not affect the validity of proceedings for the redemption of any Series 2013B Bonds.
The District has established a book-entry system of registration for the Series 2013B
Bonds. Except as specifically provided otherwise in the Bond Ordinance, an agent will hold this
Bond on behalf of the Beneficial Owner hereof. By acceptance of a confirmation of purchase,
delivery, or transfer, the Beneficial Owner of this Bond shall be deemed to have agreed to such
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arrangement. While the Series 2013B Bonds are in the book-entry system of registration, the
Bond Ordinance provides special provisions relating to the Series 2013B Bonds which override
certain other provisions of the Bond Ordinance. This Bond is transferable by the registered
owner at the principal corporate trust office of the Bond Registrar or at such other office
designated by the Bond Registrar for such purpose, but only in the manner, subject to the
limitations, and upon payment of the charges provided in the Bond Ordinance and upon
surrender of this Bond. Upon such transfer, a new registered Bond or Bonds of the same series,
maturity, interest rate, aggregate Principal amount, and tenor, of any authorized denomination or
denominations, and bearing numbers not then outstanding, will be issued to the transferee in
exchange for this Bond. The Series 2013B Bonds are issuable as fully registered Bonds in the
denomination of $5,000 or any integral multiple thereof. The Bond Registrar is not required to
transfer or exchange any Series 2013B Bond after notice calling such Series 2013B Bond for
redemption has been given or during the period of 15 days (whether or not a Business Day for
the Bond Registrar, but excluding the redemption date and including such 15th day) immediately
preceding the giving of such notice of redemption. Unless this Bond is presented by an
authorized representative of The Depository Trust Company (“DTC”), a New York corporation,
to the District or its agent for registration of transfer, exchange, or payment, and any Series
2013B Bond issued is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
The Series 2013B Bonds and such other revenue bonds of the District as may in the
future be issued on a parity therewith, are equally and ratably secured by pledge of the “Pledged
Revenues” of the sanitary sewer system (the “System”) of the District, which is defined in the
Bond Ordinance to include Net Operating Revenues, certain amounts payable by any provider of
a Hedge Agreement pursuant to such Hedge Agreement, moneys and securities from time to time
on deposit in the funds and accounts established in the Bond Ordinance, and earnings on
investments made with the foregoing moneys and securities, excluding any amounts required in
the Bond Ordinance to be set aside pending, or used for, rebate to the United States government
pursuant to Section 148(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated with respect to any such rebate requirement.
THE SERIES 2013B BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT
OF THE DISTRICT NOR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT.
THE SERIES 2013B BONDS SHALL NOT BE PAYABLE FROM OR A CHARGE UPON
ANY FUNDS OTHER THAN THE REVENUES AND AMOUNTS PLEDGED TO THE
PAYMENT THEREOF, NOR SHALL THE DISTRICT BE SUBJECT TO ANY PECUNIARY
LIABILITY THEREON. NO OWNER OR OWNERS OF THIS BOND SHALL EVER HAVE
THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE DISTRICT
TO PAY THIS BOND OR THE INTEREST HEREON, NOR TO ENFORCE PAYMENT OF
THIS BOND AGAINST ANY PROPERTY OF THE DISTRICT; NOR SHALL THIS BOND
CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON
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ANY PROPERTY OF THE DISTRICT, EXCEPT FOR THE PLEDGED REVENUES AND
ANY OTHER FUNDS PLEDGED TO SECURE THE SERIES 2013B BONDS.
The District has covenanted and hereby covenants and agrees at all times while any
Series 2013B Bonds are Outstanding and unpaid to prescribe, fix, maintain, and collect rates,
fees, and other charges for the services, facilities, and commodities furnished by the System fully
sufficient at all times to: (i) provide for 100% of the Expenses of Operation and Maintenance of
the System and for the accumulation in the Revenue Fund of a reasonable reserve therefor, and
(ii) produce Net Operating Revenues in each Fiscal Year which, together with Investment
Earnings, will: (a) equal at least 125% of the Debt Service Requirement on all Senior Bonds
then Outstanding for the year of computation and 115% of the Debt Service Requirement on all
Bonds then Outstanding for the year of computation, (b) enable the District to make all required
payments into the Debt Service Reserve Account and the Rebate Fund and to any Credit Facility
Provider, any Reserve Account Credit Facility Provider, and any Qualified Hedge Provider, (c)
enable the District to accumulate an amount to be held in the Renewal and Extension Fund
which, in the judgment of the District, is adequate to meet the costs of major renewals,
replacements, repairs, additions, betterments and improvements to the System, necessary to keep
the same in good operating condition or as is required by any governmental agency having
jurisdiction over the System, and (d) will remedy all deficiencies in required payments into any
of the funds and accounts established under the Bond Ordinance from prior Fiscal Years.
The Bond Ordinance contains a more particular statement of the covenants and
provisions securing the Series 2013B Bonds, the conditions under which the owner of this Bond
may enforce covenants (other than the covenant to pay Principal of and interest on this Bond
when due from the sources provided, the right to enforce which is unconditional), the conditions
upon which additional revenue bonds may be issued on a parity or achieve parity status with this
Bond under the Bond Ordinance, and the conditions upon which the Bond Ordinance may be
amended with the consent of the owners of a majority in aggregate Principal of the Bonds of
each class (senior and subordinate) Outstanding or the issuer of any Credit Facility, if any, of
such Bonds. Upon the occurrence of an Event of Default under the Bond Ordinance, the owner
of this Bond shall be entitled to the remedies provided by the Bond Ordinance.
It is hereby certified, recited, and declared that all acts, conditions, and things required to
exist, happen, and be performed precedent to and in the issuance of this Bond do exist, have
happened, and have been performed in due time, form, and manner as required by law.
This Bond shall not be entitled to any security or benefit under the Bond Ordinance or
become valid or obligatory for any purpose until the certificate of authentication hereon shall
have been duly executed by the Bond Registrar.
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IN WITNESS WHEREOF, the District has caused this Bond to be executed by the
manual or facsimile signature of the Chairman of the Board of Trustees of the District or the
Chief Officer of the District and attested by the manual or facsimile signature of the Attesting
Officer of the District and has caused the official seal of the District to be affixed hereto or
imprinted hereon.
THE METROPOLITAN ST. LOUIS
SEWER DISTRICT
(SEAL) By:
Executive Director
ATTEST:
Secretary-Treasurer
The foregoing Ordinance was adopted on December 6, 2013.
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BOND REGISTRAR’S CERTIFICATE OF AUTHENTICATION
This Bond is one of the bonds of the series described in the within mentioned Bond
Ordinance.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Bond Registrar
By:
Authorized Signatory
Date of Registration
and Authentication:
______________, _____
The following abbreviations, when used in the inscription on this Bond or in the
assignment below, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common and not as community property
UNIF TRANS
MIN ACT - _______________ Custodian _______________
(Custodian) (Minor)
under Uniform Transfers to Minors Act _______________
(State)
Additional abbreviations may be used although not in the above list.
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ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
______________________________________________________________________________
_______
(Print or Typewrite Name, Address and Social Security Number
or Taxpayer Identification Number of Assignee)
the within Bond of The Metropolitan St. Louis Sewer District and does hereby irrevocably
constitute and appoint _______________________________ attorney to transfer the within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated: __________________
Notice: The signature on this assignment
must correspond with the name as it appears
on the face of the within Bond in every
particular without alteration or enlargement
or any change whatsoever.
Signature Guaranteed By:
Name of Eligible Guarantor Institution as
defined by SEC Rule 17 Ad-15 (12 CFR
240.17 Ad-15) or any similar rule which the
Bond Registrar deems applicable
By:
Title:
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LEGAL OPINION
The following is a true and correct copy of the approving legal opinion of Gilmore &
Bell, P.C. and White Coleman & Associates, LLC, Co-Bond Counsel, which was dated and
issued as of the date of original issuance and delivery of the Series 2013B Bonds:
GILMORE & BELL, P.C.
One Metropolitan Square, Suite 2350
211 North Broadway
St. Louis, Missouri 63102
WHITE COLEMAN & ASSOCIATES,
LLC
500 North Broadway, Suite 1300
St. Louis, Missouri 63102
(LEGAL OPINION OF CO-BOND COUNSEL)
EXHIBIT B
CONTINUING DISCLOSURE AGREEMENT
[On file in the Office of the Secretary-Treasurer.]
EXHIBIT C
PURCHASE CONTRACT
[On file in the Office of the Secretary-Treasurer.]
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EXHIBIT D
FORM OF REQUISITION--PROJECT FUND
Request No: _____
Date: _______________
REQUISITION
(PROJECT FUND)
To: Bank of America, N.A., as Depository
800 Market Street
St. Louis, Missouri 63101
Attention: ____________________
Re: The Metropolitan St. Louis Sewer District, Wastewater System Revenue Bonds,
Series 2013B
Ladies and Gentlemen:
You are hereby authorized and directed as Depository under Ordinance No. __________
adopted by the Board of Trustees of The Metropolitan St. Louis Sewer District (the “District”) on
December ___, 2013 (the “Ordinance”) to pay the following items from moneys in the Project
Fund pursuant to Article IV of the Ordinance:
Check Applicable Account:
Series 2013B Costs of Issuance Account
Series 2013B Project Account
Payee Amount Description
The undersigned hereby certifies in connection with this Requisition:
(1) Each item listed above is a Cost of the Project (as defined in the Bond
Ordinance);
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(2) Each item listed above is an obligation that has been incurred by the
District, is a proper charge against the Project Fund, has not been paid or has been paid
and the District seeks reimbursement, and the bill or statement of account for such
obligation, or a copy thereof, is on file in the office of the District;
(3) The undersigned has no notice of any vendor’s, mechanic’s, or other liens
or rights to liens, chattel mortgages, or conditional sales contracts which should be
satisfied or discharged before such payment is made; and
(4) This Requisition contains no item representing payment on account of any
retained percentages which the District is, at the date hereof, entitled to retain.
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
By:
Printed Name:
Title:
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EXHIBIT E
REGISTRAR AND PAYING AGENT AGREEMENT
THIS REGISTRAR AND PAYING AGENT AGREEMENT is made and entered into as
of December ___, 2013, by and between THE METROPOLITAN ST. LOUIS SEWER
DISTRICT (the “District”) and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., St. Louis, Missouri (the “Bank”).
W I T N E S S E T H:
In consideration of the mutual covenants and agreements hereinafter set forth, the District
hereby appoints the Bank as, and the Bank hereby accepts appointment as, Bond Registrar and
Paying Agent for $150,000,000 original aggregate principal amount of revenue bonds designated
“The Metropolitan St. Louis Sewer District Wastewater System Revenue Bonds, Series 2013B”
(the “Bonds”). Such appointment is made and accepted on the following terms and conditions:
1. It is currently anticipated that the Bonds will be issued and delivered to the
original purchasers thereof on or about December ___, 2013 (the “Closing Date”) in St. Louis,
Missouri (the “Place of Closing”). On the Closing Date the District shall cause to be delivered to
the Bank the following documents, which shall either be originally executed counterparts or
copies which are certified or otherwise appropriately authenticated to the satisfaction of the
Bank:
(a) Ordinance No. __________ of the Board of Trustees of the District
adopted on
December ___, 2013, providing for the issuance and delivery of the Bonds (the “Bond
Ordinance”);
(b) Authentication Order executed by the District;
(c) Executed Bonds; and
(d) Approving Legal Opinion from Bond Counsel.
Capitalized terms not defined herein are used with the meanings given to them in the Bond
Ordinance.
2. The provisions of the Bond Ordinance relating to the rights, duties and
responsibilities of the Bank as Bond Registrar and Paying Agent for the Bonds are hereby
incorporated herein and made a part hereof. The District and the Bank covenant and agree, so
long as DTC shall continue to serve as securities depository for the Bonds, to meet the
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requirements of DTC with respect to required notices and other provisions of the Letter of
Representations.
3. No later than three Business Days prior to the anticipated Closing Date the
District shall deliver or cause to be delivered to the Bank written specifications for preparation of
the Bonds to be delivered to the Underwriter, including names and addresses of registered
owners and denominations in which the Bonds are to be issued. The Bonds shall be prepared
and registered by the Bank in accordance with such instructions and delivered by the Bank to the
Place of Closing or as otherwise specified by the District to the Bank. The Bank shall make
available a duly authorized signatory or signatories of the Bank for the purpose of executing an
appropriate certificate of authentication on such Bonds prior to delivery. The Bank shall be
responsible for safekeeping all Bonds authenticated by it until the time specified for delivery.
No such Bonds shall be initially delivered by the Bank except in accordance with an
Authentication Order or other appropriate written direction to the Bank executed by an
authorized officer of the District. In the event that the Bank shall not receive an Authentication
Order on the Closing Date and the authentication certificate on any of the Bonds shall have been
executed by the Bank, or if the District shall so direct in writing, the Bank shall be authorized to
cancel the certificates representing such Bonds, provided that it delivers to the District
appropriate evidence that such Bonds have been cancelled and were not delivered.
4. The Bank agrees that it shall maintain appropriate books and records on behalf of
the District reflecting the amount of the Bonds initially authorized to be issued under the
Authentication Order, the amount of the Bonds authenticated and delivered by the Bank from
time to time, and the date, identifying numbers, name and address of registered owner or owners,
denominations, maturity date, and other appropriate information concerning the Bonds
authenticated and delivered by the Bank hereunder from time to time. The Bank agrees with the
District that Bonds will not at any time be authenticated and delivered and permitted to be
Outstanding with respect to any maturity in an aggregate amount greater than the amount
originally authorized and set forth in the Bond Ordinance less the aggregate amount of Bonds
which have been paid at maturity or which have been redeemed or purchased and surrendered for
cancellation, except to the extent as may be permitted in the Bond Ordinance in the case of lost,
stolen or destroyed Bonds.
5. The Bank will transfer the Bonds, register transfer of the Bonds, and issue new
Bonds upon surrender of Bonds in the form deemed by the Bank to be properly endorsed for
transfer, accompanied by such documents as the Bank deems necessary or appropriate to
evidence the authority of the person requesting such transfer, registration and issuance and the
genuineness of all necessary endorsements. In making any such transfer of Bonds the Bank will
endeavor to comply with requirements for maximum turn-around time applicable to corporate
securities registered for trading on national securities exchanges as may then be in effect.
6. The Bank has been designated as paying agent for the Bonds, and in such capacity
will act as agent of the District for the purpose of paying to the registered owners of the Bonds
interest coming due thereon from time to time and the Principal amount thereof becoming due at
maturity or prior thereto upon call for redemption and for selecting the Bonds to be redeemed in
accordance with the Bond Ordinance. In such capacity the Bank shall not be obligated to
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advance funds for the purpose of making any such payments, but shall make such payments only
with funds provided to the Bank by the District and specifically designated for such purpose.
Unless otherwise specifically directed by the District, the Bank shall not be authorized to utilize
other funds of the District on deposit with the Bank not specifically provided to the Bank for the
purpose of payment of the Bonds.
7. In the event the Bonds shall provide for a Record Date prior to Interest Payment
Dates on which the registered owners of the Bonds are to be determined for the purpose of
receiving payments of interest on the Bonds, the Bank will promptly, following such Record
Date, proceed to prepare appropriate checks for payment of interest coming due on the
succeeding payment date at the rates and on the terms specified in the Bond Ordinance, together
with appropriate envelopes for the purpose of mailing such checks to the owners of record of the
Bonds, except with respect to payment of interest to be made by electronic transfer. The District
agrees that it will endeavor to provide to the Bank collected funds for the purpose of making
such payments not later than the earlier of the date on which such funds are required to be
provided to the Bank under the terms of the Bond Ordinance or the Business Day next preceding
each such payment date. If the Bank shall have been furnished with collected funds sufficient to
make such payment, the Bank shall mail the checks to the registered owners of the Bonds as
aforesaid not later than the Business Day next preceding each such payment date. At the written
request of the registered owner of at least $500,000 in aggregate Principal of the Bonds, the
payment of such interest shall be made by electronic transfer. Payment of interest to be made by
electronic transfer shall be made prior to 12:00 noon on each payment date. Payment of
Principal coming due on the Bonds at the maturity thereof or prior thereto upon call for
redemption shall be paid by the Bank to the registered owners thereof only upon presentation and
surrender of the Bonds with respect to which payment is to be made. Payments of Principal of
the Bonds will be made only to the registered owners of the Bonds, unless such Bonds are
surrendered for payment accompanied by assignments appropriate to effect transfer to the person
to whom such payment is to be made. In the event Bonds are surrendered for payment with any
such instruments of transfer, the Bank shall be entitled to effect such transfer in the same manner
as other transfers of the Bonds are to be effected prior to making payment to the transferee.
8. All Bonds which have been delivered to the Bank for transfer or exchange shall,
upon issuance of Bonds effecting such transfer or exchange, be cancelled by the Bank but
retained by the Bank in its possession; provided, that at any time all such cancelled Bonds may
be delivered by the Bank to the District and a certificate pertaining to such cancelled Bonds shall
be so delivered to the District from time to time as the District may request or as required by the
Bond Ordinance.
9. In the event the Bank shall receive any request or demand for inspection of any
records of the District maintained by the Bank under this Agreement, the Bank will promptly
notify the District of such request or demand, forward such request or demand (if made in
writing) to the District, and (unless directed to the contrary by any order, subpoena, or similar
process of a court or regulatory agency which the Bank believes to have jurisdiction, or unless
the Bank shall be advised by its counsel that failure to permit such inspection may subject the
Bank to liability), the Bank will permit or refuse to allow such inspection as the District may
direct.
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10. In performance of its duties hereunder the Bank may apply to a designated officer
of the District for instructions and may consult with counsel for the District in respect of any
matter arising in connection with this agency, and the Bank shall not be liable or accountable for
any action taken or omitted by it in good faith in accordance with such instructions or any such
opinion of counsel. The District shall reimburse the Bank for any counsel fees incurred by the
Bank hereunder, provided that such consultation with counsel has been previously authorized by
the District or is reasonably necessary in order for the Bank to determine its responsibilities
under this Agreement.
11. In the event that Bonds are presented to the Bank for transfer, registration of
transfer, or exchange, or for payment of the Principal thereof at maturity or prior thereto upon
call for redemption, the Bank shall use reasonable diligence in determining whether such Bonds
are genuine, but shall not otherwise incur any liability by reason of the transfer, registration of
transfer, exchange, or payment of any such forged or illegally issued Bonds.
l2. The District assumes full responsibility for and agrees, to the extent permitted by
law, to indemnify and hold the Bank harmless from and against any claims, demands, actions,
causes of action, or suits, whether groundless or otherwise, and from and against any and all
losses, damages, charges, counsel fees, payments, expenses, and liabilities of whatever nature
arising directly or indirectly out of the agency relationship created hereunder so long as the Bank
has acted in good faith and with reasonable diligence. The Bank shall not be under any
obligation to prosecute or defend any action or suit in respect of such agency relationship which,
in the opinion of counsel to the Bank, may involve it in any expense or liability unless the
District shall, to the extent permitted by law and upon the request of the Bank, furnish the Bank
with indemnity reasonably satisfactory to the Bank against all such expenses or liabilities.
13. The Bank shall be entitled to compensation for services rendered in performance
of its duties hereunder, in accordance with the Schedule of Fees attached to this Agreement as
Exhibit A. The District shall further reimburse the Bank for its out-of-pocket expenses incurred
in performance of its duties hereunder. Such fees and reimbursement of expenses shall be due
and payable to the Bank from time to time periodically upon presentation of a written statement
therefor. The Bank shall not be obligated to allow and credit interest upon any moneys in respect
of Principal, interest, or premium, if any, due in respect to the Bonds, which it shall at any time
receive under any of the provisions of the Bond Ordinance or this Agreement.
14. The Bank may resign the agency created under this Agreement at any time on not
less than 90 days’ written notice to the District, and the District may terminate this agency at any
time upon notice to the Bank. In the event of any such termination, the Bank shall deliver to the
District or to such successor or other person as the District may direct any inventory of blank
Bonds then held by the Bank, together with originals or appropriately verified copies of all
records of the Bank pertaining to this agency then in the possession of the Bank. Upon such
delivery of Bonds and records to the District, the Bank shall have no further obligation hereunder
except as may have theretofore arisen. Upon any such termination, the District shall have no
further obligation under this Agreement except to pay to the Bank any fees and expenses
incurred or accrued through the date of such termination which have not theretofore been paid.
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15. This Agreement constitutes the entire understanding of the parties hereto with
respect to the subject matter hereof, and may not be amended or modified except in writing
signed by the parties hereto.
IN WITNESS WHEREOF, the undersigned acting by and through their duly authorized
representatives have hereunto set their respective hands and seals as of the date and year first
above written.
THE METROPOLITAN ST. LOUIS
SEWER DISTRICT
By:
Secretary-Treasurer
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By:
Title:
[Registrar and Paying Agent Agreement]
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EXHIBIT A
TO REGISTRAR AND PAYING AGENT AGREEMENT
SCHEDULE OF FEES
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Fee Schedule
To Provide Paying Agency and Registrar Services
For The Metropolitan St. Louis Sewer District
ACCEPTANCE AND REGISTRATION FEE:
Fee is payable at closing.
$250.00
ANNUAL FEE:
First annual fee is payable at closing.
$200.00
FEE SCHEDULE NOTES:
The charges for performing extraordinary services not contemplated at the time of the execution
of the Ordinance authorizing the Series 2013B Bonds, or are not identified elsewhere in this fee
schedule will be charged commensurate with the service provided. These extraordinary services
include, but are not limited to: GIC’s, supplemental agreements, consent operations, collateral
releases, valuations or substitutions and letter of credit extensions.
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EXHIBIT F
PRELIMINARY OFFICIAL STATEMENT
[On file in the Office of the Secretary-Treasurer.]