HomeMy Public PortalAbout14567 Wastewater System Improvement and Refunding Revenue Bonds Series 2016C
ORDINANCE NO. 14567
OF
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
Relating to:
WASTEWATER SYSTEM IMPROVEMENT AND REFUNDING REVENUE BONDS
SERIES 2016C
The foregoing ordinance was adopted on December 8, 2016
(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 2016C BONDS
Section 2.1. Authorization of Series 2016C Bonds; Details ................................................................... 8
ARTICLE III
REDEMPTION OF SERIES 2016C BONDS
Section 3.1. Redemption of Series 2016C Bonds ................................................................................... 9
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment of Funds and Accounts ................................................................................ 9
ARTICLE V
GENERAL PROVISIONS
Section 5.1. Applicability of Master Bond Ordinance. ......................................................................... 10
Section 5.2. Authorization of Paying Agent Agreement ...................................................................... 10
Section 5.3. Authorization of Continuing Disclosure Agreement ........................................................ 10
Section 5.4. Authorization of Escrow Agreement ................................................................................ 11
Section 5.5. Redemption of Refunded Bonds; Verification of Certified Public
Accountant ........................................................................................................................ 11
ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF SERIES 2016C BONDS
Section 6.1. Sale of Series 2016C Bonds; Authorization and Execution of Documents ...................... 12
Section 6.2. Application of Series 2016C Bond Proceeds and Other Funds ........................................ 12
(ii)
Section 6.3. Appropriation of Series 2016C Bond Proceeds to Pay Costs of Issuance ........................ 13
Section 6.4. Moneys in the Series 2016C Costs of Issuance Account .................................................. 13
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Preliminary and Final Official Statement ......................................................................... 13
Section 7.2. General Authorization for Series 2016C Bonds ............................................................... 13
Section 7.3. Severability ....................................................................................................................... 14
Section 7.4. Applicable Provisions of Law ........................................................................................... 14
Section 7.5. Effective Date ................................................................................................................... 14
Exhibit A - Form of Series 2016C Bonds
Exhibit B - Continuing Disclosure Agreement
Exhibit C - Escrow Agreement
Exhibit D - Purchase Contract
Exhibit E - Form of Requisition--Project Fund
Exhibit F - Preliminary Official Statement
The foregoing ordinance was adopted on December 8, 2016
PROPOSED ORDINANCE NO. 14567
AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE AND
DELIVERY OF WASTEWATER SYSTEM IMPROVEMENT AND REFUNDING
REVENUE BONDS, SERIES 2016C, 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 purpose
aforesaid, the vote on said proposition having been 63,198 votes for said proposition to 11,040 votes
against said proposition.
4. $747,500,000 of the bonds authorized at the above-described election have heretofore
been issued (the Series 2012A Bonds, the Series 2013A Bonds, the Series 2013B Bonds, the
Series 2015A Bonds, the Series 2015B Bonds, the Series 2016A Bonds and the Series 2016B Bonds as
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described herein).
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 herein.
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 herein.
7. The District hereby ratifies and affirms the Master Bond Ordinance No. 11713 passed on
April 22, 2004 (the “Master Bond Ordinance”).
8. 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 $89,650,000 remains outstanding as of the date of passage of this Ordinance.
9. 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 $3,800,000 remains outstanding as of the date of passage of this Ordinance.
10. 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 $25,600,000 remains outstanding as of the date of passage of this Ordinance.
11. 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 $8,860,000 remains outstanding as of the date of the passage of this
Ordinance.
12. 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 $27,475,000 remains outstanding as of the date of the passage of this Ordinance.
13. 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 $16,980,400 remains outstanding as of the date of the passage of this
Ordinance.
14. 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 $6,406,300 remains
outstanding as of the date of the passage of this Ordinance.
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15. 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.
16. 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 $29,198,000 remains outstanding as of the date of
the passage of this Ordinance.
17. 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, of which $36,528,300 remains outstanding as of the date of
the passage of this Ordinance.
18. 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 $45,325,000 remains
outstanding as of the date of the passage of this Ordinance.
19. 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, of which $220,000,000 remains
outstanding as of the date of the passage of this Ordinance.
20. 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,
of which $137,280,000 remains outstanding as of the date of the passage of this Ordinance. The
Series 2012B Bonds refunded a portion of the District’s Wastewater System Revenue Bonds,
Series 2004A, dated May 6, 2004, issued in the original principal amount of $175,000,000, all of which
have been paid off as of the date of the passage of this Ordinance.
21. 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”), dated October 31, 2013, in an original
principal amount not to exceed $52,000,000, of which $48,860,000 remains outstanding as of the date of
the passage of this Ordinance.
22. By Ordinance No. 13763 passed on December 6, 2013 (the “Series 2013B Ordinance”),
the District has issued its Wastewater System Revenue Bonds, Series 2013B (the “Series 2013B Bonds”),
dated December 18, 2013, in the original principal amount of $150,000,000, of which $149,000,000
remains outstanding as of the date of the passage of this Ordinance.
23. By Ordinance No. 14225 passed on August 13, 2015 (the “Series 2015A Ordinance”), the
District has issued its Subordinate Wastewater System Revenue Bonds (State of Missouri – Direct Loan
Program), Series 2015A (the “Series 2015A Bonds”), dated August 20, 2015, in an original principal
amount not to exceed $75,000,000, of which $50,174,986 has been drawn and $49,374,986 remains
outstanding as of September 30, 2016.
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24. By Ordinance No. 14312 passed on December 1, 2015 (the “Series 2015B Ordinance”),
the District has issued its Wastewater System Improvement and Refunding Revenue Bonds, Series 2015B
(the “Series 2015B Bonds”), dated December 15, 2015, in the original principal amount of $223,855,000,
all of which remains outstanding as of the date of the passage of this Ordinance. The Series 2015B Bonds
refunded (a) all of the District’s Wastewater System Revenue Bonds, Series 2006C, dated November 28,
2006, issued in the original principal amount of $60,000,000, all of which have been paid off as of the
date of the passage of this Ordinance, and (b) all of the District’s Wastewater System Revenue Bonds,
Series 2008A, dated November 25, 2008, issued in the original principal amount of $30,000,000, all of
which have been paid off as of the date of the passage of this Ordinance.
25. By Ordinance No. _____ passed on __________ ___, 2016 (the “Series 2016A
Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State of
Missouri – Direct Loan Program), Series 2016A (the “Series 2016A Bonds”), dated __________ ___,
2016, in an original principal amount not to exceed $__________, all of which remains outstanding as of
the date of the passage of this Ordinance.
26. By Ordinance No. _____ passed on __________ ___, 2016 (the “Series 2016B
Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State of
Missouri – Direct Loan Program), Series 2016B (the “Series 2016B 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, the
Series 2011A Bonds, the Series 2013A Bonds, the Series 2015A Bonds and the Series 2016A Bonds, the
“Outstanding Subordinate Bonds”), dated __________ ___, 2016, in an original principal amount not to
exceed $__________, all of which remains outstanding as of the date of the passage of this Ordinance.
27. The District has determined that there is a need for the construction, improvement,
renovation, repair, replacement and equipping of the System all in accordance or substantially in
accordance with plans and specifications on file from time to time with the District (the “Series 2016C
Project”).
28. The District desires to refund certain outstanding revenue bonds, as further described
herein, and is authorized under the provisions of the Charter to issue and sell revenue bonds for the
purpose of providing funds for such purpose, 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.
29. 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.
30. 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 (a) advance refund (i) a portion of the
Series 2011B Bonds, being those bonds maturing in the years 20___ and thereafter, (ii) a portion of the
Series 2012A Bonds, being those bonds maturing in the years 20___ and thereafter and (iii) a portion of
the Series 2013B Bonds, being those bonds maturing in the years 20___ and thereafter (the Series 2011B
Bonds, the Series 2012A Bonds and the Series 2013B Bonds being refunded are hereinafter
collectively referred to as the “Refunded Bonds”), pursuant to the provisions of the Master Bond
Ordinance, the Series 2011B Ordinance, the Series 2012A Ordinance and the Series 2013B Ordinance,
and (b) make the additions, extensions and improvements to the System described above, and to finance
the costs of the foregoing by issuing its revenue bonds in the original principal amount of $[*Principal*]
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(the “Series 2016C Bonds”).
31. The Series 2016C Bonds are being issued as Senior Bonds (within the meaning of the
Master Bond Ordinance) on a parity with the Series 2010B Bonds, the Series 2011B Bonds, the
Series 2012A Bonds, the Series 2012B Bonds, the Series 2013B Bonds and the Series 2015B 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 2016C Bonds except as otherwise provided in this Ordinance.
32. The District, upon the issuance of the Series 2016C Bonds, will not have outstanding any
other bonds or other obligations payable from the Pledged Revenues other than the Series 2010B Bonds,
the Series 2011B Bonds, the Series 2012A Bonds, the Series 2012B Bonds, the Series 2013B Bonds, the
Series 2015B 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 2016C 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 2010B Bonds, the Series 2011B Bonds, the
Series 2012A Bonds, the Series 2012B Bonds, the Series 2013B Bonds, the Series 2015B Bonds and the
Series 2016C 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 2016C Bonds.
“Continuing Disclosure Agreement” means (i) 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, (ii) 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, (iii) 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,
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in substantially the form attached to the Series 2012A Ordinance as Exhibit B, (iv) 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, (v) 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 to the Series 2013B Ordinance as Exhibit B, (vi) with respect to the
Series 2015B Bonds, the Disclosure Dissemination Agent Agreement dated as of December 1, 2015
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 2015B
Ordinance as Exhibit B, (vii) with respect to the Series 2016C Bonds, the Disclosure Dissemination
Agent Agreement dated as of December 1, 2016 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 (viii) 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.
“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 2010B Bonds, the Series 2011B Bonds, the Series 2012A
Bonds, the Series 2012B Bonds, the Series 2013B Bonds, the Series 2015B Bonds and the Series 2016C
Bonds is U.S. Bank, N.A., St. Louis, Missouri.
“Escrow Agent” means The Bank of New York Mellon Trust Company, N.A., St. Louis,
Missouri, and any successors or assigns.
“Escrow Agreement” means the Escrow Trust Agreement dated as of December 1, 2016
between the District and the Escrow Agent, in substantially the form attached hereto as Exhibit C.
“Escrow Fund” means the fund by that name established pursuant to the Escrow Agreement and
referred to in Section 4.1 hereof.
“Escrowed Securities” means the securities described in the Escrow Agreement which will be
delivered to and deposited in the Escrow Fund.
“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 2016C Bonds.
“Purchase Contract” means (i) 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, (ii) 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, (iii) 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, (iv) 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 to the Series 2013B Ordinance as Exhibit C, (v) with respect to the
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Series 2015B Bonds, the Purchase Contract between the District and the Underwriter of the Series 2015B
Bonds, in substantially the form attached to the Series 2015B Ordinance as Exhibit D, (vi) with respect to
the Series 2016C Bonds, the Purchase Contract between the District and the Underwriter of the
Series 2016C Bonds, in substantially the form attached hereto as Exhibit D and (vii) with respect to any
additional Bonds, the Purchase Contract between the District and the Underwriter relating to such series
of Bonds.
“Refunded Bonds” means, collectively, the Series 2011B Bonds, the Series 2012A Bonds and
the Series 2013B Bonds being refunded with a portion of the proceeds of the Series 2016C Bonds, as
further described in the recitals to this Ordinance.
“Senior Bonds” means the Series 2010B Bonds, the Series 2011B Bonds, the Series 2012A
Bonds, the Series 2012B Bonds, the Series 2013B Bonds, the Series 2015B Bonds, the Series 2016C
Bonds and any Bonds, including Senior SRF Bonds and Senior Uncovered Bonds, issued with a right to
payment and secured by a lien on a parity with the Series 2010B Bonds, the Series 2011B Bonds, the
Series 2012A Bonds, the Series 2012B Bonds, the Series 2013B Bonds, the Series 2015B Bonds and the
Series 2016C 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 and Senior Uncovered Bonds shall not be
secured by the Debt Service Reserve Account) pursuant to Section 5.3 of the Master Bond Ordinance.
“Series 2016C Bonds” means the District’s Wastewater System Improvement and Refunding
Revenue Bonds, Series 2016C, issued in the original aggregate Principal amount of $[*Principal*],
authorized under Section 2.1 hereof.
“Series 2016C Costs of Issuance Account” means the account by that name within the Project
Fund established in Article IV hereof.
“Series 2016C Official Statement” means the final Official Statement with respect to the
Series 2016C Bonds.
“Series 2016C Project” means the project as particularly described in plans and specifications
on file from time to time with the District.
“Series 2016C Project Account” means the account by that name within the Project Fund
established in Article IV hereof.
“Series 2016C Rebate Account” means the account by that name within the Rebate Fund
established in Article IV hereof.
“Underwriter” means (i) with respect to the Series 2010B Bonds, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as representative of the original purchasers of the Series 2010B Bonds, (ii) with
respect to the Series 2011B Bonds, J.P. Morgan Securities LLC, as the original purchaser of the
Series 2011B Bonds, (iii) with respect to the Series 2012A Bonds, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the original purchasers of the Series 2012A Bonds, (iv) 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, (v) with respect to the Series 2013B Bonds, J.P. Morgan Securities
LLC, as representative of the original purchasers of the Series 2013B Bonds, (vi) with respect to the
Series 2015B Bonds, Wells Fargo Bank, National Association, as representative of the original purchasers
of the Series 2015B Bonds, (vii) with respect to the Series 2016C Bonds, Morgan Stanley & Co. LLC, as
representative of the original purchasers of the Series 2016C Bonds, and (viii) with respect to any
additional series of Bonds, the underwriter(s) specified in the Series Ordinance authorizing such series of
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Bonds.
ARTICLE II
AUTHORIZATION OF THE SERIES 2016C BONDS
Section 2.1. Authorization of Series 2016C 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 Improvement and Refunding Revenue Bonds, Series 2016C,” in the
aggregate Principal amount of $[*Principal*], which series of Bonds shall be executed, issued, and
delivered under, and secured by, the Master Bond Ordinance and this Ordinance, for the purpose of
providing funds to (a) refund the Refunded Bonds, (b) pay a portion of the costs of the Series 2016C
Project and (c) pay the Costs of Issuance of the Series 2016C Bonds.
The Series 2016C Bonds shall constitute a series of Senior Uncovered Bonds and thus will not be
secured by the Debt Service Reserve Account.
The Series 2016C Bonds shall be dated the date of their initial issuance. The Series 2016C Bonds
shall be numbered in a convenient manner established by the Bond Registrar and shown by the Bond
Register.
The Series 2016C 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 2016C 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, 2017 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___
20___ 20___
TERM BONDS
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Stated
Maturity
(May 1)
Principal
Amount
Annual Rate
of Interest
20___ $ %
ARTICLE III
REDEMPTION OF SERIES 2016C BONDS
Section 3.1. Redemption of Series 2016C Bonds.
(a) Optional Redemption of Series 2016C Bonds. At the District’s option, the Series 2016C
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 2016C Bonds. The Series 2016C Bonds maturing in the
year 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 2016C 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 2016C Bonds on May 1 of each year
specified below (each such date being referred to as a “mandatory redemption date”):
Series 2016C Bonds Maturing May 1, 20___
Year Principal Amount
20___ $
20___+
_____________
+Final Maturity
The District shall redeem such an aggregate Principal amount of the Series 2016C 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:
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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 2016C
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 2016C
Project Account and a Series 2016C 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.
In addition to the funds described above, the Escrow Agreement establishes the Escrow Fund to
be held and administered by the Escrow Agent in accordance with the provisions of the Escrow
Agreement.
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 2016C 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 Paying Agent Agreement. The District is hereby authorized
to enter into a paying agent agreement with the Paying Agent with respect to the Series 2016C Bonds
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 agreement. 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 said 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 2016C 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 2016C
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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.
Section 5.4. Authorization of Escrow Agreement.
(a) The District is hereby authorized to enter into the Escrow Agreement in substantially the
form attached hereto as Exhibit C, and the Chairman of the Governing Body, the Chief Officer, or the
Chief Financial Officer are hereby authorized and directed to execute the Escrow Agreement with such
changes therein as such officials may deem appropriate, for and on behalf of and as the act and deed of
the District. The Escrow Agent is hereby authorized to carry out, on behalf of the District, the duties,
terms and provisions of the Escrow Agreement, and the Escrow Agent, the Underwriter, Bond Counsel
and the District’s financial advisors and its affiliates are authorized to take all necessary actions for the
subscription and purchase of the Escrowed Securities described therein.
(b) Under the Escrow Agreement, the Escrow Agent will apply money in the Escrow Fund to
purchase the Escrowed Securities and to establish an initial cash balance in accordance with the Escrow
Agreement. Except as otherwise provided in the Escrow Agreement, the cash and Escrowed Securities
held in the Escrow Fund will be applied by the Escrow Agent solely to the payment of the principal of
and interest on the Refunded Bonds. All money deposited with the Escrow Agent shall be deemed to be
deposited in accordance with and subject to all of the provisions contained in the Master Bond Ordinance
and the Escrow Agreement.
Section 5.5 Redemption of Refunded Bonds; Verification of Certified Public
Accountant.
(a) The Series 2011B Bonds maturing in the years 2022 and thereafter are hereby called for
redemption and payment prior to maturity on May 1, 2021. Said Series 2011B Bonds shall be redeemed at
the principal payment office of The Bank of New York Mellon Trust Company, N.A., the Paying Agent
for the Series 2011B Bonds, by the payment on May 1, 2021 of the principal thereof, together with any
redemption premium and accrued interest thereon to the redemption date. The Board of Trustees hereby
authorizes the Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer to cause
notice of the call for redemption and payment of said Series 2011B Bonds to be given in the manner
provided in the Master Bond Ordinance. The officers of the District and the Paying Agent for the
Series 2011B Bonds are hereby authorized and directed to take such other action as may be necessary in
order to effect the redemption and payment of said Series 2011B Bonds as herein provided.
(b) The Series 2012A Bonds maturing in the years 2023 and thereafter are hereby called for
redemption and payment prior to maturity on May 1, 2022. Said Series 2012A Bonds shall be redeemed
at the principal payment office of The Bank of New York Mellon Trust Company, N.A., the Paying
Agent for the Series 2012A Bonds, by the payment on May 1, 2022 of the principal thereof, together with
any redemption premium and accrued interest thereon to the redemption date. The Board of Trustees
hereby authorizes the Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer
to cause notice of the call for redemption and payment of said Series 2012A Bonds to be given in the
manner provided in the Master Bond Ordinance. The officers of the District and the Paying Agent for the
Series 2012A Bonds are hereby authorized and directed to take such other action as may be necessary in
order to effect the redemption and payment of said Series 2012A Bonds as herein provided.
(c) The Series 2013B Bonds maturing in the years 2024 and thereafter are hereby called for
redemption and payment prior to maturity on May 1, 2023. Said Series 2013B Bonds shall be redeemed at
the principal payment office of The Bank of New York Mellon Trust Company, N.A., the Paying Agent
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for the Series 2013B Bonds, by the payment on May 1, 2023 of the principal thereof, together with any
redemption premium and accrued interest thereon to the redemption date. The Board of Trustees hereby
authorizes the Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer to cause
notice of the call for redemption and payment of said Series 2013B Bonds to be given in the manner
provided in the Master Bond Ordinance. The officers of the District and the Paying Agent for the Series
2013B Bonds are hereby authorized and directed to take such other action as may be necessary in order to
effect the redemption and payment of said Series 2013B Bonds as herein provided.
(d) Prior to or concurrently with the issuance and delivery of the Series 2016C Bonds and the
creation of the Escrow Fund provided for herein and in the Escrow Agreement, the District shall obtain
the certification of an independent certified public accountant that such accountant has verified the
accuracy of the calculations that demonstrate that the money and obligations required to be deposited with
the Escrow Agent pursuant to Section 6.2 hereof and the Escrow Agreement, together with the earnings
to accrue thereon, will be sufficient for the timely payment of the principal of and interest on the
Refunded Bonds as and when the same become due.
ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF SERIES 2016C BONDS
Section 6.1. Sale of Series 2016C Bonds; Authorization and Execution of Documents.
The District shall sell the Series 2016C Bonds to the Underwriter for the price of $__________ on the
date of payment and delivery of the Series 2016C Bonds. Delivery of the Series 2016C 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 D. 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 2016C Bond Proceeds and Other Funds. Upon the
written request of the District, the Bond Registrar shall authenticate and hold the Series 2016C Bonds as
“FAST Agent” for the benefit of the Beneficial Owners and shall receive a receipt for the Series 2016C
Bonds. The District shall apply the proceeds from the sale of the Series 2016C Bonds as follows:
(a) The sum of $__________ shall be deposited into the Series 2016C Costs of
Issuance Account and shall be disbursed to pay the Costs of Issuance of the Series 2016C Bonds.
(b) The sum of $__________, [*which together with $__________ of available
funds on deposit in the Debt Service Reserve Account*], shall be in an amount necessary to
purchase the Escrowed Securities described in the Escrow Agreement and to establish a
beginning cash balance, if any, and which together with the earnings to accrue on such money
will be sufficient for the timely payment of the principal of and interest on the Refunded Bonds as
and when the same become due or upon earlier redemption thereof, shall be paid and transferred
to the Escrow Agent for deposit in the Escrow Fund, to be applied in accordance with the Escrow
Agreement.
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(c) All remaining proceeds ($__________) shall be deposited into the Series 2016C
Project Account.
Section 6.3. Appropriation of Series 2016C Bond Proceeds to Pay Costs of Issuance. The
District hereby appropriates the amount of $__________ from moneys on deposit in the Series 2016C
Costs of Issuance Account to pay costs of issuing the Series 2016C Bonds.
Section 6.4. Moneys in the Series 2016C 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 2016C Bonds, the Depository shall transfer any money in the Series 2016C Costs of Issuance
Account to the Series 2016C 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, the Chief Officer and the Chief Financial Officer are 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 2016C
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 2016C 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), 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 2016C 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 2016C 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 2016C Bonds, the investment of the proceeds of the Series 2016C Bonds and the transactions
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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 2016C Bonds are issued, certified copies of all proceedings and records of
the District relating to the Series 2016C 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 2016C 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. Severability. In case any one or more of the provisions of this Ordinance or of
the Series 2016C 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 2016C Bonds, but this Ordinance
and the Series 2016C 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 2016C 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 7.4. 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 without giving effect to
conflicts of laws provisions.
Section 7.5. 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 2016C 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 IMPROVEMENT AND REFUNDING REVENUE BOND
SERIES 2016C
Registered Registered
No. R-_____ $__________
Maturity Date Interest Rate Dated CUSIP
May 1, 20___ ______% December ___, 2016 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 year consisting of twelve 30-day months) on May 1 and November 1 of each year (each an
“Interest Payment Date”) commencing May 1, 2017, until the payment of the principal amount of this
Bond is paid 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 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
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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 Improvement and Refunding Revenue Bonds, Series 2016C”
(the “Series 2016C 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 2016C 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 ___, 2016 (collectively, the “Bond Ordinance”) for the purpose of (a) refunding
outstanding revenue obligations of the District, (b) financing the costs of constructing, improving,
renovating, repairing, replacing and equipping new and existing District sewer facilities and system and
(c) paying the costs of issuance of the Series 2016C Bonds. The Series 2016C 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 2016C 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 2016C 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___+
_____________
+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 2016C
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 2016C Bonds called for
redemption and for the retirement of which funds are duly provided shall, on the redemption date
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designated in such notice, become and be due and payable at the redemption price provided for
redemption of such Series 2016C Bonds on such date, and interest on the Series 2016C Bonds or portions
of Series 2016C Bonds so called for redemption shall cease to accrue, such Series 2016C Bonds or
portions of Series 2016C Bonds shall cease to be entitled to any lien, benefit, or security under the Bond
Ordinance, and the owners of such Series 2016C Bonds or portions of Series 2016C 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 2016C Bonds.
The District has established a book-entry system of registration for the Series 2016C 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 arrangement. While the
Series 2016C Bonds are in the book-entry system of registration, the Bond Ordinance provides special
provisions relating to the Series 2016C 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 2016C 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 2016C Bond after notice calling such Series 2016C 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 2016C 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 2016C 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 2016C 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 2016C 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
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PROPERTY OF THE DISTRICT; NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN OR
ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE DISTRICT,
EXCEPT FOR THE PLEDGED REVENUES AND ANY OTHER FUNDS PLEDGED TO SECURE
THE SERIES 2016C BONDS.
The District has covenanted and hereby covenants and agrees at all times while any Series 2016C
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 2016C 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.
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
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(SEAL) By:
Executive Director
ATTEST:
Secretary-Treasurer
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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 2016C 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)
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EXHIBIT B
CONTINUING DISCLOSURE AGREEMENT
[On file in the Office of the Secretary-Treasurer.]
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EXHIBIT C
ESCROW AGREEMENT
[On file in the Office of the Secretary-Treasurer.]
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EXHIBIT D
PURCHASE CONTRACT
[On file in the Office of the Secretary-Treasurer.]
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EXHIBIT E
FORM OF REQUISITION--PROJECT FUND
Request No: _____
Date: _______________
REQUISITION
(PROJECT FUND)
To: U.S. Bank, N.A., as Depository
St. Louis, Missouri
Re: The Metropolitan St. Louis Sewer District, Wastewater System Improvement and
Refunding Revenue Bonds, Series 2016C
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 ___, 2016
(the “Ordinance”) to pay the following items from moneys in the Project Fund pursuant to Article IV of
the Ordinance:
Check Applicable Account:
Series 2016C Costs of Issuance Account
Series 2016C 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);
(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
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(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 F
PRELIMINARY OFFICIAL STATEMENT
[On file in the Office of the Secretary-Treasurer.]