HomeMy Public PortalAbout15312 Ordinance(Series 2019C)(Parameters)
ORDINANCE NO. 15312
OF
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
Relating to:
TAXABLE WASTEWATER SYSTEM REFUNDING REVENUE BONDS
SERIES 2019C
(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 2019C BONDS
Section 2.1. Authorization of Series 2019C Bonds; Details ................................................................. 8
ARTICLE III
REDEMPTION OF SERIES 2019C BONDS
Section 3.1. Redemption of Series 2019C Bonds ................................................................................. 9
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment of Funds and Accounts ............................................................................ 10
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 2019C BONDS
Section 6.1. Sale of Series 2019C Bonds; Authorization and Execution of Documents ...................... 12
Section 6.2. Application of Series 2019C Bond Proceeds and Other Funds........................................ 13
Section 6.3. Appropriation of Series 2019C Bond Proceeds to Pay Costs of Issuance ........................ 13
Section 6.4. Moneys in the Series 2019B&C Costs of Issuance Account ........................................... 13
(ii)
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Preliminary and Final Official Statement ....................................................................... 13
Section 7.2. General Authorization for Series 2019C Bonds .............................................................. 14
Section 7.3. Severability ................................................................................................................... 14
Section 7.4. Applicable Provisions of Law ........................................................................................ 14
Section 7.5. Effective Date ............................................................................................................... 15
Exhibit A - Form of Series 2019C Bonds
Exhibit B - Continuing Disclosure Agreement
Exhibit C - Escrow Agreement
Exhibit D - Purchase Contract
Exhibit E - Form of Requisition - Costs of Issuance
Exhibit F - Preliminary Official Statement
Exhibit G - Terms of Series 2019C Bonds
Exhibit H - Certificate of Final Terms
PROPOSED ORDINANCE NO. 15312
AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE
AND DELIVERY OF TAXABLE WASTEWATER SYSTEM REFUNDING
REVENUE BONDS, SERIES 2019C, 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 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.
3. 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.
4. 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.
5. Pursuant to an election duly held on June 5, 2012, the qualified electors of the District
authorized the issuance of $945,000,000 of revenue bonds, all of which have heretofore been issued as
described herein.
6. Pursuant to an election duly held on April 5, 2016, the qualified electors of the District
authorized the issuance of $900,000,000 of revenue bonds, $249,441,204 of the bonds authorized at the
April 5, 2016 election have heretofore been issued (the project portion of the Series 2017A Bonds, the
Series 2018A Bond, the Series 2018B Bonds and the Series 2019A Bonds 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 $64,590,000 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 $2,765,000 remains outstanding as of the date of passage of this Ordinance.
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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 $18,550,000 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 $6,650,000 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 $21,765,000 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 $13,646,400 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 $5,274,800 remains
outstanding as of the date of the passage of this Ordinance.
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 $24,014,000 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 $31,351,300 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 $15,945,000 remains
outstanding as of the date of the passage of this Ordinance.
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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 $154,040,000 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 $128,840,000 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 R evenue 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 $42,204,000 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 $113,615,000
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, all of which has been drawn and $64,200,000 remains outstanding as
of November 1, 2019.
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,
of which $190,135,000 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. 14571 passed on December 8, 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 December 22, 2016, in an original
principal amount not to exceed $20,000,000, of which $14,607,772 has been drawn and $12,921,772
remains outstanding as of November 1, 2019.
26. By Ordinance No. 14572 passed on December 8, 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”), dated December 22, 2016, in an original
principal amount not to exceed $75,500,000, of which $55,849,080 has been drawn and $51,102,080
remains outstanding as of November 1, 2019.
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27. By Ordinance No. 14567 passed on December 8, 2016 (the “Series 2016C Ordinance”),
the District has issued its Wastewater System Revenue Bonds, Series 2016C (the “Series 2016C Bonds”),
dated December 20, 2016, in the original principal amount of $150,000,000, of which $144,535,000
remains outstanding as of the date of the passage of this Ordinance.
28. By Ordinance No. 14835 passed on December 5, 2017 (the “Series 2017A Ordinance”),
the District has issued its Wastewater System Improvement and Refunding Revenue Bonds, Series 2017A
(the “Series 2017A Bonds”), dated December 14, 2017, in the original principal amount of $316,175,000,
of which $312,760,000 remains outstanding as of the date of the passage of this Ordinance. The
Series 2017A Bonds refunded (a) the Series 2011B Bonds maturing in the years 2022 through 2029,
inclusive, outstanding in the aggregate principal amount of $23,345,000, (b) the Series 2012A Bonds
maturing in the years 2023 through 2032, inclusive, except the 2030 maturity bearing interest at the rate
of 2.75%, outstanding in the aggregate principal amount of $50,060,000, (c) the Series 2013B Bonds
maturing in the years 2024 through 2029, inclusive, outstanding in the aggregate principal amount of
$26,385,000, and (d) the Series 2015B Bonds maturing in the years 2026 through 2029, inclusive,
outstanding in the aggregate principal amount of $25,970,000.
29. By Ordinance No. 15077 passed on December 13, 2018 (the “Series 2018A Ordinance”),
the District has issued its Wastewater System Revenue Bond (WIFIA - Deer Creek Sanitary Tunnel Pump
Station and Sanitary Relief Project), Series 2018A (the “Series 2018A Bond”), dated December 19, 2018,
in the original principal amount of not to exceed $47,722,204, of which $261,479.86 has been drawn and
all of which remains outstanding as of November 1, 2019.
30. By Ordinance No. 15098 passed on December 13, 2018 (the “Series 2018B Ordinance”),
the District has issued its Subordinate Wastewater System Revenue Bonds (State of Missouri – Direct
Loan Program), Series 2018B (the “Series 2018B Bonds”), dated December 28, 2018, in an original
principal amount not to exceed $25,267,000, of which $7,472,837 has been drawn and all of which
remains outstanding as of November 1, 2019.
31. By Ordinance No. 15265 passed on September 12, 2019 (the “Series 2019A Ordinance”),
the District has issued its Subordinate Wastewater System Revenue Bonds (State of Missouri – Direct
Loan Program), Series 2019A (the “Series 2019A 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, the Series 2016A Bonds, the Series 2016B Bonds and the
Series 2018B Bonds, the “Outstanding Subordinate Bonds”), dated Sept ember 24, 2019, in an original
principal amount not to exceed $23,952,000, of which $174,712 has been drawn and all of which remains
outstanding as of the date of passage of this Ordinance.
32. By an ordinance passed on the date hereof (the “Series 2019B Ordinance”), the District
has authorized the issuance of its Wastewater System Revenue Bonds, Series 2019B (the “Series 2019B
Bonds”).
33. 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),
for the purpose of refunding Outstanding Senior Bonds, if certain conditions are met.
34. 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 refund (a) some or all of the Series 2011B
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Bonds as set forth in the Certificate of Final Terms (as defined below) (the “Series 2011B Refunded
Bonds”), (b) some or all of the Series 2012A Bonds as set forth in the Certificate of Final Terms
(the “Series 2012A Refunded Bonds”), (c) some or all of the Series 2012B Bonds as set forth in the
Certificate of Final Terms (the “Series 2012B Refunded Bonds”), (d) some or all of the Series 2013B
Bonds as set forth in the Certificate of Final Terms (the “Series 2013B Refunded Bonds”), and (e) some
or all of the Series 2015B Bonds as set forth in the Certificate of Final Terms (the “Series 2015B
Refunded Bonds” and, together with the Series 2011B Refunded Bonds, the Series 2012A Refunded
Bonds, the Series 2012B Refunded Bonds and the Series 2013B Refunded Bonds, the “Refunded
Bonds”), pursuant to the provisions of the Master Bond Ordinance, the Series 2011B Ordinance, the
Series 2012A Ordinance, the Series 2012B Ordinance, the Series 2013B Ordinance and the Series 2015B
Ordinance and to finance the costs of the refunding by issuing its refunding revenue bonds in the Original
Principal Amount (as defined below) (the “Series 2019C Bonds ”).
35. The Series 2019C Bonds are being issued as Senior Bonds (within the meaning of the
Master Bond Ordinance) on a parity with the Outstanding 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, the Series 2017A Bonds, the Series 2018A Bond and the Series 2019B 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 2019C Bonds except as otherwise provided in this Ordinance.
36. The District, upon the issuance of the Series 2019C Bonds, will not have outstanding any
other bonds or other obligations payable from the Pledged Revenues other than the Outstanding Senior
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 2019C 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, the
Series 2016C Bonds, the Series 2017A Bonds, the Series 2019B Bonds and the Series 2019C 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
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of the Bond Registrar in the Bond Ordinance. UMB Bank, N.A. is hereby designated as Bond Registrar
for the Senior Bonds.
“Certificate of Final Terms” means Exhibit H, executed and delivered by the Chairman of the
Governing Body, the Chief Officer or the Chief Financial Officer pursuant to Section 6.1 hereof and
attached to this Ordinance as Exhibit H as of the date of issuance of the Series 2019C 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 t he 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,
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 a s 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 to the Series 2016C Ordinance as Exhibit B , (viii) with respect to the
Series 2017A Bonds, the Disclosure Dissemination Agent Agreement dated as of December 1, 2017
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 2017A
Ordinance as Exhibit B, (ix) with respect to the Series 2019C Bonds, the Disclosure Dissemination Agent
Agreement dated as of December 1, 2019 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 (x) 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 Senior Bonds is U.S. Bank, N.A., St. Louis, Missouri.
“Escrow Agent” means UMB Bank, N.A., St. Louis, Missouri, and any successors or assigns.
“Escrow Agreement” means the Escrow Trust Agreement dated as of December 1, 2019
between the District and the Escrow Agent, in substantially the form attached hereto as Exhibit C.
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“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.
“Original Principal Amount” means the principal amount of Series 2019C Bonds originally
issued and delivered pursuant to the Master Bond Ordinance and this Ordinance, in the amount specified
in the Certificate of Final Terms, subject to the terms in Exhibit G.
“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. UMB Bank, N.A. is hereby designated as Paying Agent 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, the Series 2016C Bonds, the Series 2017A Bonds, the
Series 2019B Bonds and the Series 2019C 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 a ttached 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
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 2 016C Bonds, the Purchase Contract between the District and the Underwriter of the
Series 2016C Bonds, in substantially the form attached to the Series 2016C Ordinance as Exhibit C,
(vii) with respect to the Series 2017A Bonds, the Purchase Contract between the District and the
Underwriter of the Series 2017A Bonds, in substantially the form attached to the Series 2017A Ordinance
as Exhibit D, (viii) with respect to the Series 2019C Bonds, the Purchase Contract between the District
and the Underwriter of the Series 2019C Bonds, in substantially the form attached hereto as Exhibit D
and (ix) 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, (i) the Series 2011B Refunded Bonds, (ii) the Series
2012A Refunded Bonds, (iii) the Series 2012B Refunded Bonds, (iv) the Series 2013B Refunded Bonds,
and (v) the Series 2015B Refunded Bonds, as designated and further described in the Certificate of Final
Terms .
“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, the Series 2017A Bonds, the Series 2018A Bond, the Series 2019B Bonds, the Series 2019C
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, the
Series 2016C Bonds, the Series 2017A Bonds, the Series 2018A Bond, the Series 2019B Bonds and the
Series 2019C Bonds (except with respect to any Credit Facility which may be available only to one or
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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 2019B&C Costs of Issuance Account” means the account by that name within the
Project Fund established in Article IV hereof.
“Series 2019C Bonds” means the District’s Taxable Wastewater System Refunding Revenue
Bonds, Series 2019C, issued in the Original Principal Amount, authorized under Section 2.1 hereof.
“Series 2019C Official Statement” means the final Official Statement with respect to the
Series 2019C Bonds.
“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, (viii) with respect to the
Series 2017A Bonds, Barclays Capital Inc., as representative of the original purchasers of the
Series 2017A Bonds, (ix) with respect to the Series 2019C Bonds, Citigroup Global Markets Inc., as
representative of the original purchasers of the Series 2019C Bonds and (x) 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 2019C BONDS
Section 2.1. Authorization of Series 2019C 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 Taxable Wastewater System Refunding Revenue Bonds, Series 2019C,” in the Original
Principal Amount , 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 and (b) pay the Costs of Issuance of the Series 2019C Bonds.
The Series 2019C Bonds shall constitute a series of Senior Uncovered Bonds and thus will not be
secured by the Debt Service Reserve Account.
The Series 2019C Bonds shall be dated the date of their initial issuance. The Series 2019C Bonds
shall be number ed in a convenient manner established by the Bond Registrar and shown by the Bond
Register.
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The Series 2019C 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 2019C Bonds shall bear interest at the rates per annum set forth in the Certificate of
Final Terms, computed on the basis of a 360-day year consisting of twelve 30 -day months, payable on
May 1, 2020 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 amount s set forth in the Certificate of Final Terms, unless
earlier called for redemption.
ARTICLE III
REDEMPTION OF SERIES 2019C BONDS
Section 3.1. Redemption of Series 2019C Bonds .
(a) Optional Redemption of Series 2019C Bonds. At the District’s option, the Series 2019C
Bonds or portions thereof may be called for redemption and payment prior to their Stated Maturity on the
dates , at the redemption prices and subject to the terms set forth in the Certificate of Final Terms. The
Paying Agent shall call Series 2019C Bonds for redemption and payment and shall give notice of such
redemption as provided in the Master Bond Ordinance upon receipt by the Paying Agent at least 45 days
prior to the r edemption date of the District’s written instructions specifying the Principal amount, stated
maturities, r edemption date and redemption prices of the Series 2019C Bonds to be called for
redemption. The Paying Agent may in its discretion waive such notice period so long as the notice
requirements set forth in Section 3.2 of the Master Bond Ordinance are met .
(b) Mandatory Redemption of Series 2019C Bonds. The Term Bonds, if any, set forth in the
Certificate of Final Terms will be redeemed in part on the dates and in the Principal amounts set forth in
the Certificate of Final Terms, at a redemption price equal to the Principal amount redeemed plus the
interest du e thereon to the mandatory redemption date.
(c) Selection of Series 2019C Bonds to be Redeemed. The District will designate which
maturities of the Series 2019C Bonds are to be redeemed. If the Series 2019C Bonds are not registered in
book-entry only form, any redemption of less than all of a maturity of the Series 2019C Bonds shall be
effected by the Paying Agent on a pro-rata basis subject to minimum authorized denominations. If less
than all of the Series 2019C Bonds of like maturity shall be called for redemption, the particular
Series 2019C Bonds, or portions of Series 2019C Bonds, to be redeemed shall be selected by the Paying
Agent in such equitable manner as the Paying Agent may determine. So long as DTC or a successor
securities depository is the sole registered owner of the Series 2019C Bonds, if less than all of the
Series 2019C Bonds of a maturity are called for prior redemption, the particular Series 2019C Bonds or
portions thereof to be redeemed shall be selected on a “Pro Rata Pass-Through Distribution of Principal”
basis in accordance with DTC procedures, provided that, so long as the Series 2019C Bonds are held in
book-entry form, the selection for redemption of such Series 2019C Bonds will be made in accordance
with the operational arrangements of DTC then in effect that at issuance provided for adjustment of the
principal by a factor provided pursuant to DTC operational arrangements.
If the Paying Agent does not provide the necessary information and identify the redemption as on
a Pro Rata Pass-Through Distribution of Principal basis, the Series 2019C Bonds shall be selected for
redemption by lot in accordance with DTC procedures. Redemption allocations made by DTC, the Direct
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Participants or such other intermediaries that may exist between the District and the beneficial owners are
to be made on a “Pro Rata Pass-Through Distribution of Principal” basis as described above. If the DTC
operational arrangements do not allow for the redemption of the Series 2019C Bonds on a Pro Rata Pass -
Through Distribution of Principal basis as described above, then the Series 2019C Bonds will be selected
for redemption by lot in accordance with DTC procedures.
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 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 2019B&C Costs of Issuance Account , and the moneys
deposited in such account shall be held in trust for the purposes set forth in the Bond Ordinance. Such
account shall be held within the fund under which it is created. The Project Fund is further described in
Article XII of the Ma ster Bond Ordinance.
In addition to the fund and account 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 2019 C 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 2019C 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 a greement.
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 2019C 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
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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 2019C
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 man damus 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 p rovisions 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 Refunded Bonds are hereby called for redemption and payment prior
to maturity on May 1, 2021. The Series 2011B Refunded Bonds shall be redeemed at the principal
payment office of UMB Bank, 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
the Series 2011B Refunded 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
the Series 2011B Refunded Bonds as herein provided.
(b) The Series 2012A Refunded Bonds are hereby called for redemption and payment prior
to maturity on May 1, 2022. The Series 2012A Refunded Bonds shall be redeemed at the principal
payment office of UMB Bank, 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
the Series 2012A Refunded 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
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directed to take such other action as may be necessary in order to effect the redemption and payment of
the Series 2012A Refunded Bonds as herein provided.
(c) The Series 2012B Refunded Bonds are hereby called for redemption and payment prior
to maturity on May 1, 2022. The Series 2012B Refunded Bonds shall be redeemed at the principal
payment office of UMB Bank, N.A., the Paying Agent for the Series 2012B 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
the Series 2012B Refunded 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 2012B Bonds are hereby authorized and
directed to take such other action as may be necessary in order to effect the redemption and payment of
the Series 2012B Refunded Bonds as herein provided.
(d) The Series 2013B Refunded Bonds are hereby called for redemption and payment prior
to maturity on May 1, 2023. The Series 2013B Refunded Bonds shall be redeemed at the principal
payment office of UMB Bank, N.A., the Paying Agent 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
the Series 2013B Refunded 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
the Series 2013B Refunded Bonds as herein provided.
(e) The Series 2015B Refunded Bonds are hereby called for redemption and payment prior
to maturity on May 1, 2025. The Series 2015B Refunded Bonds shall be redeemed at the principal
payment office of UMB Bank, N.A., the Paying Agent for the Series 2015B Bonds, by the payment on
May 1, 2025 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
the Series 2015B Refunded 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 2015B Bonds are hereby authorized and
directed to take such other action as may be necessary in order to effect the redemption and payment of
the Series 2015B Refunded Bonds as herein provided.
(f) Prior to or concurrently with the issuance and delivery of the Series 2019C 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 2019C BONDS
Section 6.1. Sale of Series 2019C Bonds; Authorization and Execution of Documents.
The District shall sell the Series 2019C Bonds to the Underwriter under the terms of the Purchase
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Contract in substantially the form attached hereto as Exhibit D on the date of payment and delivery of the
Series 2019C Bonds. Delivery of the Series 2019C 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. 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 or the Chief Financial Officer is further authorized and directed to approve the purchase price for
the Series 2019C Bonds, the principal amounts by maturity, the interest rates and t he other final terms of the
Series 2019C Bonds, including applicable redemption provisions, subject to the limitations set forth in
Exhibit G, and in that connection, to execute and deliver the Certificate of Final Terms for and on behalf of
and as the act and deed of the District, which approval will be conclusively evidenced by such officer’s
execution of the Certificate of Final Terms. Upon execution, the Certificate of Final Terms will be attached
to this Ordinance as Exhibit H . 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 2019C Bond Proceeds and Other Funds. Upon the
written request of the District, the Bond Registrar shall authenticate and hold the Series 2019C Bonds as
“FAST Agent ” for the benefit of the Beneficial Owners and shall receive a receipt for the Series 2019C
Bonds. The proceeds received from the sale of the Series 2019C Bonds, including any premium and
accrued interest, and any release from the Debt Service Reserve Account in connection with the refunding
of the Refunded Bonds, will be deposited simultaneously with the delivery of the Series 2019C Bonds as
set forth in the Certificate of Final Terms.
Section 6.3. Appropriation of Series 2019C Bond Proceeds to Pay Costs of Issuance. The
District hereby appropriates the amount set forth in the Certificate of Final Terms, which amount will not
exceed the amount set forth in Exhibit G, from moneys on deposit in the Series 2019B&C Costs of
Issuance Account , to pay costs of issuing the Series 2019C Bonds.
Section 6.4. Moneys in the Series 2019B&C 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 2019C Bonds, the Depository shall transfer any proceeds of the Series 2019C Bonds in the
Series 2019B&C Costs of Issuance Account to the Payments Account of the Sinking 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
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of the final Official Statement by the Underwriter in connection with the reoffering of the Series 2019C
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 2019C 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 wit h 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 2019C Bonds sufficient copies of the final Official Statement to enable the
Underwriter to comply with the r equirements 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 2019C 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 2019C Bonds, the investment of the proceeds of the Series 2019C Bonds and the transactions
contemplated on the part of the District by the Bond Ordinance. The Chief Officer and Attesting Officer
are hereby authorized and directed to prepare and furnish to the Underwriter, when the Series 2019C
Bonds are issued, certified copies of all proceedings and records of the District relating to the Series
2019C 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 2019C 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 2019C 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 2019C Bonds, but this Ordinance
and the Series 2019C 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 2019C 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 .
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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 2019C 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
TAXABLE WASTEWATER SYSTEM REFUNDING REVENUE BOND
SERIES 2019C
Registered Registered
No. R-_____ $__________
Maturity Date Interest Rate Dated CUSIP
May 1, 20___ ______% December ___, 2019 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, 2020, 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
UMB Bank, 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
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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 wr iting 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 Taxable Wastewater System Refunding Revenue Bonds, Series 2019C”
(the “Series 2019C 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 2019C 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 November 14, 2019 (collectively, the “Bond Ordinance”) for the purpose of (a) refunding
outstanding revenue obligations of the District and (b) paying t he costs of issuance of the Series 2019C
Bonds. The Series 2019C 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 2019C 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 r edemption price of ___% of the principal amount thereof plus accrued interest thereon to
the redemption date.
The Series 2019C 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 2019C
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 2019C 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 2019C Bonds on such date, and interest on the Series 2019C Bonds or portions
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of Series 2019C Bonds so called for redemption shall cease to accrue, such Series 2019C Bonds or
portions of Series 2019C Bonds shall cease to be entitled to any lien, benefit, or security under the Bond
Ordinance, and the owners of such Series 2019C Bonds or portions of Series 2019C 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 2019C Bonds.
The District has established a book-entry system of registration for the Series 2019C 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 confir mation of purchase, delivery, or transfer, the
Beneficial Owner of this Bond shall be deemed to have agreed to such arrangement. While the
Series 2019C Bonds are in the book-entry system of registration, the Bond Ordinance provides special
provisions relating to the Series 2019C 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 2019C 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 2019C Bond after notice calling such Series 2019C 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 2019C 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 2019C 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 2019C 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 2019C 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 ANY PROPERTY OF THE DISTRICT,
A-4
EXCEPT FOR THE PLEDGED REVENUES AND ANY OTHER FUNDS PLEDGED TO SECURE
THE SERIES 2019C BONDS.
The District has covenanted and hereby covenants and agrees at all times while any Series 2019C
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 Series 2019C Bonds constitute a series of Senior Uncovered Bonds and thus will not be
secured by the Debt Service Reserve Account.
The Bond Ordinance contains a more particular statement of the covenants and provisions
securing the S eries 2019C 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 perfor med 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
ex ecuted by the Bond Registrar.
[Remainder of Page Intentionally Left Blank.]
A-5
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
A-6
BOND REGISTRAR’S CERTIFICATE OF AUTHENTICATION
This Bond is one of the bonds of the series described in the within mentioned Bond Ordinance.
UMB BANK, 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.
A-7
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.
Medallion Signature Guarantee:
A-8
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 2019C Bonds:
GILMORE & BELL, P.C.
One Metropolitan Square, Suite 2000
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)
B-1
EXHIBIT B
CONTINUING DISCLOSURE AGREEMENT
[On file in the Office of the Secretary-Treasurer.]
C-1
EXHIBIT C
ESCROW AGREEMENT
[On file in the Office of the Secretary-Treasurer.]
D-1
EXHIBIT D
PURCHASE CONTRACT
[On file in the Office of the Secretary-Treasurer.]
E-1
EXHIBIT E
FORM OF REQUISITION - COSTS OF ISSUANCE
Request No: _____
Date: _______________
REQUISITION
(SERIES 2019B&C COSTS OF ISSUANCE ACCOUNT OF THE PROJECT FUND)
To: U.S. Bank, N.A., as Depository
St. Louis, Missouri
Re: The Metropolitan St. Louis Sewer District, Taxable Wastewater System Refunding
Revenue Bonds, Series 2019C
Ladies and Gentlemen:
You are hereby authorized and directed as Depository under Ordinance No. 15312 adopted by the
Board of Trustees of The Metropolitan St. Louis Sewer District (the “District”) on November 14, 2019 (the
“Ordinance”) to pay the following items from moneys in the Series 2019B&C Costs of Issuance Account of
the Project Fund pursuant to Article IV of the Ordinance:
Payee Amount Description
The undersigned hereby certifies in connection with this Requisition:
(1) Each item listed above is a Cost of Issuance (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 Series 2019B&C Costs of Issuance Account of the Project Fund, has not
been paid or has been paid and the District seeks reimbursement, and the bi ll or statement of
account for such obligation, or a copy thereof, is on file in the office of the District;
(3) This Requisition contains no item representing payment on account of any
retained percentages which the District is, at the date hereof, entitled to retain.
E-2
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
By:
Printed Name:
Title:
F-1
EXHIBIT F
PRELIMINARY OFFICIAL STATEMENT
[On file in the Office of the Secretary-Treasurer.]
G-1
EXHIBIT G
TERMS OF SERIES 2019C BONDS
1. Original Principal Amount of the Series 2019C Bonds: Not to exceed $500,000,000.
2. Purchase Price: No less than 99% or more than 100% of the Original Principal Amount.
3. True Interest Cost : Not to exceed 4.0%. “True Interest Cost” means the interest rate necessary to
discount the debt service payments from the payment dates to the delivery date of the
Series 2019C Bonds to an amount equal to the purchase price paid to the District. True Interest
Cost is expressed as an annual percentage rate, and present value is computed on a semiannual
basis using a 30/360 day-cou nt convention.
4. Costs of Issuance: Not to exceed 0.50% of the Original Principal Amount, excluding
underwriters’ discount.
5. Underwriters’ Discount : Not to exceed 0.50% of the Original Principal Amount.
6. Final Maturity: The Series 2019C Bonds shall not mature later than May 1, 2045.
7. Optional Redemption: The Series 2019C Bonds shall be subject to optional redemption not later
than May 1, 20 30 at a redemption price equal to 100% of the principal amount thereof plus
accrued interest to the redemption date.
8. Net Present Value Savings : Not less than 7.0% of the par amount of the bonds to be refunded.
H-1
EXHIBIT H
CERTIFICATE OF FINAL TERMS
The undersigned [Chairman of the Governing Body][Chief Officer][Chief Financial Officer] of
The Metropolitan St. Louis Sewer District (the “District”), in connection with the issuance of the
District’s Taxable W astewater System Refunding Revenue Bonds, Ser ies 2019C (the “Series 2019C
Bonds”), certifies pursuant to Section 6.1 of Ordinance No. 15312 of the District (the “Ordinance”), as
follows:
1. Original Principal Amount . The Series 2019C Bonds are issued in the Original Principal
Amount of $__________.
2. Maturity Schedule. The Series 2019C Bonds will mature on the dates and in the amounts
and bear interest at the rates as follows:
SERIAL BONDS
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___
TERM BONDS
Stated Maturity
May 1
Principal
Amount
Annual Rate
of Interest
20___ $ %
20___
3. Final Maturity of the Bonds . The final maturity of the Series 2019C Bonds is May 1,
20___.
H-2
4. True Interest Cost : The True Interest Cost of the Series 2019C Bonds, determined in
accordance with Exhibit G to the Ordinance, is __________%, as shown on Schedule 1
to this Certificate.
5. Purchase Price. The purchase price of the Series 2019C Bonds is $__________, which is
_____% of the Original Principal Amount. The purchase price of the Series 2019C Bonds
is calculated as follows:
Original Principal Amount $
Plus: Net Original Issue Premium
Less: Underwriter’s Discount ( )
Total Purchase Price $
6. Optional Redemption. [*At the District’s option, the Series 2019C 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 a
redemption price equal to 100% of the principal amount thereof plus accrued interest
thereon to the r edemption date.*][* At the District’s option, the Series 2019C Bonds are
subject to redemption prior to maturity on any date prior to May 1, 20___, in whole or in
part, and if in part from such maturities and interest rates as shall be determined by the
District on any Business Day at a redemption price equal to the greater of: (A) the
principal amount of such Series 2019C Bonds to be redeemed, or (B) the sum of the
present values of the remaining scheduled payments of principal and interest on such
Series 2019C Bonds to be redeemed, not including any portion of those payments of
interest accrued and unpaid as of the date such Series 2019C Bonds are to be redeemed,
discounted to the date of redemption of such Series 2019C Bonds to be redeemed on a
semiannual basis (assuming a 360-day year consisting of twelve 30 -day months) at the
Treasury Rate (defined below) plus ___ basis points plus accrued interest on such Series
2019C Bonds being redeemed to the date fixed for redemption. The make whole optional
redemption price of any Series 2019C Bonds to be redeemed will be calculated by an
independent accounting firm, investment banking firm or financial advisor (the
“Calculation Agent ”) retained by the District at the District’s expense. The Paying
Agent and the District may rely on the Calculation Agent’s determination of the make
whole optional redemption price and will not be liable for such reliance. The District
shall confirm and transmit the redemption price as so calculated on such dates and to
such parties as shall be necessary to effectuate such redemption. “Treasury Rate”
means, as of any make-whole redemption date for a Series 2019C Bond, the yield to
maturity as of such redemption date of United States Treasury securities with a constant
maturity, excluding inflation indexed securities (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (5 19) that has become publicly available
at least two Business Days prior to the call notice date or, if such Statistical Release is no
longer published, any publicly available source of similar market data) most nearly equal
to the Make Whole Period (defined below); provided, however, that if the Make Whole
Period is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year will be used. The Treasury
Rate will be determined b y the Calculation Agent. “Make Whole Period” means the
period between the redemption date of the Series 2019C Bonds to be redeemed pursuant
to the make-whole optional redemption and the stated maturity date of the Series 2019C
Bonds to be redeemed.*]
H-3
7. Mandatory Sinking Fund Redemption. [**There are no Term Bonds subject to mandatory
redemption prior to maturity.**][** The Series 2019C 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, provided below. As and for a sinking
fund for the retirement prior to maturity of the Series 2019C 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 2019C Bonds on May
1 of each year specified below (each such date being referred to as a “mandatory
redemption date”):
Series 2019C Bonds Maturing May 1, 20___
Year Principal Amount
20___
20___
20___+ +Final Maturity
Series 2019C Bonds Maturing May 1, 20___
Year Principal Amount
20___
20___
20___+
+Final Maturity**]
8. Application of Series 2019C Bond Proceeds. The District shall apply the proceeds from
the sale of the Series 2019C Bonds and other legally-available funds as follows:
(a) $__________ shall be deposited into the Series 2019B&C Costs of
Issuance Account and shall be disbursed to pay the Costs of Iss uance of the Series 2019C
Bonds.
(b) $__________, which includes $__________ of available funds on
deposit in the Debt Service Reserve Account, is the 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.
9. Appropriation of Series 2019C Bond Proceeds to Pay Costs of Issuance. The District
hereby appropriates the amount of $__________ from moneys on deposit in the
Series 2019B&C Costs of Issuance Account to pay costs of issuing the Series 2019C
Bonds.
H-4
10. Refunded Bonds. The “Refunded Bonds” consist of the following:
(a) The “Series 2011B Refunded Bonds” means the Series 2011B Bonds
maturing in the years 20___ through 20___, inclusive, outstanding in the aggregate
principal amount of $__________.
(b) The “Series 201 2A Refunded Bonds” means the Series 2012A Bonds
maturing in the years 20___ through 20___, inclusive, outstanding in the aggregate
principal amount of $__________.
(c) The “Series 201 2B Refunded Bonds” means the Series 2012B Bonds
maturing in the years 20___ through 20___, inclusive, outstanding in the aggregate
principal amount of $__________.
(d) The “Series 201 3B Refunded Bonds” means the Series 2013B Bonds
maturing in the years 20___ through 20___, inclusive, outstanding in the aggregate
principal amount of $__________.
(e) The “Series 201 5B Refunded Bonds” means the Series 2015B Bonds
maturing in the years 20___ through 20___, inclusive, outstanding in the aggregate
principal amount of $__________.
11 . Net Present Value Savings. The Net Present Value Savings is ___% of the par amount of
the Refunded Bonds, as shown on Schedule 2 to this Certificate.
The terms set forth in this Certificate of Final Terms are within the limitations of Exhibit G to the
Ordinance.
Delivered this ____ day of November, 2019.
THE METROPOLITAN ST. LOUIS SEWER
DISTRICT
By:
Title:
The foregoing Ordinance was adopted on November 14, 2019
CERTIFICATE OF FINAL TERMS
The undersigned Chief Officer of The Metropolitan St. Louis Sewer District (the "District"), in
connection with the issuance of the District's Taxable Wastewater System Refunding Revenue Bonds,
Series 2019C (the "Series 2019C Bonds"), certifies pursuant to Section 6.1 of Ordinance No. 15312 of
the District (the "Ordinance"), as follows:
1. Original Principal Amount. The Series 2019C Bonds are issued in the Original Principal
Amount of $276,260,000.
2. Maturity Schedule. The Series 2019C Bonds will mature on the dates and in the amounts
and bear interest at the rates as follows:
SERIAL BONDS
Stated Maturity Principal Annual Rate
May 1 Amount of Interest
2021 $ 1,515,000 1.824%
2022 1,545,000 1.917
2023 1,570,000 2.000
2024 1,605,000 2.050
2025 1,635,000 2.191
2026 1,675,000 2.291
2027 1,710,000 2.414
2028 12,185,000 2.514
2029 12,485,000 2.564
2030 12,810,000 2.614
2031 17,610,000 2.714
2032 19,055,000 2.814
2033 13,630,000 2.864
2034 14,020,000 2.914
TERM BONDS
Stated Maturity Principal Annual Rate
May 1 Amount of Interest
2038
2045
$ 20,355,000
142,855,000
3.159%
3.259
3. Final Maturity of the Bonds. The final maturity of the Series 2019C Bonds is May 1,
2045.
4. True Interest Cost: The True Interest Cost of the Series 2019C Bonds, determined in
accordance with Exhibit G to the Ordinance, is 3.125533%, as shown on Schedule 1 to
this Certificate.
5. Purchase Price. The purchase price of the Series 2019C Bonds is $275,196,960.86,
which is 99.62% of the Original Principal Amount. The purchase price of the Series
2019C Bonds is calculated as follows:
Original Principal Amount
Less: Underwriters' Discount
Total Purchase Price
6. Optional Redemption.
$276,260,000.00
(1,063,039.14)
$275,196,960.86
Par Call. At the District's option, the Series 2019C Bonds or portions thereof maturing
on May 1, 2030 and thereafter may be called for redemption and payment prior to their
Stated Maturity on May 1, 2029 and thereafter, in whole or in part on any date, in such
order of maturity as shall be determined by the District at a redemption price equal to
100% of the principal amount thereof plus accrued interest thereon to the redemption
date.
Make -Whole Call. At the District's option, the Series 2019C Bonds are subject to
redemption prior to maturity on any date prior to May 1, 2029, in whole or in part, and if
in part from such maturities and interest rates as shall be determined by the District on
any Business Day at a redemption price equal to the greater of: (A) the principal amount
of such Series 2019C Bonds to be redeemed, or (B) the sum of the present values of the
remaining scheduled payments of principal and interest on such Series 2019C Bonds to
be redeemed, not including any portion of those payments of interest accrued and unpaid
as of the date such Series 2019C Bonds are to be redeemed, discounted to the date of
redemption of such Series 2019C Bonds to be redeemed on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate (defined below)
plus 20 basis points plus accrued interest on such Series 2019C Bonds being redeemed to
the date fixed for redemption. The make whole optional redemption price of any Series
2019C Bonds to be redeemed will be calculated by an independent accounting firm,
investment banking firm or financial advisor (the "Calculation Agent") retained by the
District at the District's expense. The Paying Agent and the District may rely on the
Calculation Agent's determination of the make whole optional redemption price and will
not be liable for such reliance. The District shall confirm and transmit the redemption
price as so calculated on such dates and to such parties as shall be necessary to effectuate
such redemption. "Treasury Rate" means, as of any make -whole redemption date for a
Series 2019C Bond, the yield to maturity as of such redemption date of United States
Treasury securities with a constant maturity, excluding inflation indexed securities (as
compiled and published in the most recent Federal Reserve Statistical Release H.15 (519)
that has become publicly available at least two Business Days prior to the call notice date
or, if such Statistical Release is no longer published, any publicly available source of
similar market data) most nearly equal to the Make Whole Period (defined below);
provided, however, that if the Make Whole Period is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used. The Treasury Rate will be determined by the
Calculation Agent. "Make Whole Period" means the period between the redemption
-2-
date of the Series 2019C Bonds to be redeemed pursuant to the make -whole optional
redemption and the stated maturity date of the Series 2019C Bonds to be redeemed.
7. Mandatory Sinking Fund Redemption. The Series 2019C Bonds maturing in the years
2038 and 2045 are Term Bonds and are subject to mandatory redemption prior to
maturity on May 1 of the years, in the amounts, provided below. As and for a sinking
fund for the retirement prior to maturity of the Series 2019C 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 2019C Bonds on May
1 of each year specified below (each such date being referred to as a "mandatory
redemption date"):
Series 2019C Bonds Maturing May 1, 2038
Year Principal Amount
2036 $6,575,000
2037 6,780,000
2038+ 7,000,000
'Final Maturity
Series 2019C Bonds Maturing May 1, 2045
Year Principal Amount
2040 $40,290,000
2041 41,595,000
2042 42,955,000
2043 6,485,000
2044 5,670,000
2045+ 5,860,000
'Final Maturity
8. Application of Series 2019C Bond Proceeds. The District shall apply the proceeds from
the sale of the Series 2019C Bonds and other legally -available funds as follows:
(a) $722,743.31 shall be deposited into the Series 2019B&C Costs of
Issuance Account and shall be disbursed to pay the Costs of Issuance of the Series 2019C
Bonds.
(b) $300,519,359.34, which includes $26,045,141.79 of available funds on
deposit in the Debt Service Reserve Account, is the 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.
-3-
9. Appropriation of Series 2019C Bond Proceeds to Pay Costs of Issuance. The District
hereby appropriates the amount of $722,743.31 from moneys on deposit in the
Series 2019B&C Costs of Issuance Account to pay costs of issuing the Series 2019C
Bonds.
10. Refunded Bonds. The "Refunded Bonds" consist of the following:
(a) The "Series 2012A Refunded Bonds" means the Series 2012A Bonds
maturing in the year 2042, outstanding in the aggregate principal amount of
$103,120,000.
(b) The "Series 2012B Refunded Bonds" means the Series 2012B Bonds
maturing in the years 2028 through 2034, inclusive, with the exception of the Series
2012B Bonds maturing in 2031 bearing interest at the rate of 2.75%, outstanding in the
aggregate principal amount of $83,925,000.
(c) The "Series 2013B Refunded Bonds" means the Series 2013B Bonds
maturing in the years 2031, 2032, 2038 and 2043, outstanding in the aggregate principal
amount of $67,985,000.
(d) The "Series 2015B Refunded Bonds" means a portion of the
Series 2015B Bonds maturing in the year 2045, outstanding in the aggregate principal
amount of $18,400,000.
11. Net Present Value Savings. The Net Present Value Savings is 15.613253% of the par
amount of the Refunded Bonds, as shown on Schedule 2 to this Certificate.
The terms set forth in this Certificate of Final Terms are within the limitations of Exhibit G to the
Ordinance.
Delivered this 19th day of November, 2019.
THE METROPOLITAN ST. LOUIS SEWER
DISTRICT
By:
Title: Executive Director
-4-
SCHEDULE 1
TO CERTIFICATE OF FINAL TERMS
TRUE INTEREST COST
PV
to 12(04,'2019
Date Debt Service 3.125533%
05/0112020 3,393,265.49 3,350,564.49
1031/2020 4,155,018.98 4,039,60149
05/0112021 5,670,013.98 5,427,697.18
1110112021 4,141„202.13 3,903,219_81
05,01/2022 5,686,202.18 5,276„966.68
11/01120.22 4,126,393.36 3,770,493.17
05/0112023 5,696,393.36 5,124,98.9.53
1 D0112023 4,110,69336 3,641,443.46
05/0112024 5,715,693.36 4,985,318.26
11/0112024 4,094,242.11 3,516,114.16
0510112025 5,729,242.11 4,844,535.02
110112025 4,076,330.68 3,393,327.86
05/01/2026 5,751,330.68 4,714,701.70
11101/2026 4,057,143.5,6 3.174,701.62
0.5,'01,2027 5,767,143.5.6. 4,583,292.77
110112027 4,036,503.36 3,158,549.51
05/01,2028 16,1/21,50316 12,497,953_62
11/0112028 3,883,333.41 2,945,90,3_47
05101/2029 16,368,338.41 12,225,970_59
1110112029 3,723,280.71 2,733,230.54
0501.12030 16,533,280.71 11,972,056.22
11/0112030 3,555,354.01 2,535,240.18
05,0112031 21,165,854.0-1 14,858,551.0-6
11/01/2031 3,316,886.31 2,291644.56
05-'0112032 22,371,836.31 15225,593_31
1110112032 3,048,732.46 2,042,977.23
05/0112033 16,678,782.46 11,004,414.04
110112033 2,853,600.86 1153,793.20
05/0112034 16,873,60016 10,791978.37
1110112034 2,649,329.46 1,663,533.70
0510112035 2,649,329.46 1,642159_64
11/01/2035 2,649,329.46 1,617,580.63
05/0112036 9,224,32946 5,545,366.50
11(0112036 2,545,477.34 1,506,711.70
05.10112037 9,325,477.34 5,434,974.07
11,01.'2037 2,438,387.24 1,399,247_57
05.1/1.1033 9,438,337.24 5332,79825
110112038 2,327,322.24 1,295,003.60
05.01/2039 1,317,511.24 1,275,082.05
110112039 2,327,822.24 1,255,462.11
0.5101.2040 42,617,822.24 22,631,353_53
11/0112040 1,671,296_62 87315214
0510112041 43,266,296.68 22,274,089,28
11,0112041 993,506.16 503,600.64
05101/2042 43,948,506.16 21,934,377.14
1110112042 293,554.43 144,256.47
050112043 6,778,554.43 3,279114.13
111011204.3 187,831,35 89,507.89
0501,2044 5,857,881.35 2,747,790.35
11131/2044 95,483.70 44,102.23
05/01/2045 5,95543310 2,703,266.91
422,371,597.79 275,196,960.86
DatedDate
Bond TIC
TIC target
S-1-1
12,0412019
3.125533%
275,196,960.86
SCHEDULE 2
TO CERTIFICATE OF FINAL TERMS
NET PRESENT VALUE SAVINGS
Present Value
Prior Refunding Annual to 12'04.'2019
Duce Debt Bemire Debt Service Savings Savings =i 3.0956402%
0501,2020 6,835,750_00 3,393,265.49 3,442,484.51 3,442,484.51 3,399,572.71
111312020 6,835,750,00 4,155,018.98 2,680,731.02 2,606,963.64
05.01,,2021 6,835,750.09 5,670,018.98 1,165,731.02 3,846,462..04 1;116.373.41
11,012021 6,835,750..00 4,141,20218 2,694,547.82 2..541,127.29
0501.2022 6,835,750.00 5,686,202.18 1,149,54 7.82 3,844,095.64 1,067.571.4E
11.012022 6,835,759.00 4,126,39336 2,799,356.64 2,477;795.68
051012023 6,835,750.00 5,696,393..35 1,139,356.64 3,848,71318 1,026,096.95
1101,2923 6,83i 750.00 4,110,69336 2,725,056.64 2,416,760.63
05012024 6,835,750.03 5,715,693..35 1,120,056.64 3,845,11318 978,199.61
11.012024 6,835,750_00 4094,242.11 2,741,507.89 2,357;796.91
05012025 6,835 750_03 5,729,242.11 1,106,507.89 3,848,015 78 937,132.08
110120225 6,835,750.00 4,076,330.68 2,759,41932 2,301,406.76
05:012026 6,835,750.00 5,751,330.68 1,084,419.32 3,843,838.64 893,649.27
11012326 6,835,750,00 4,057,143 55 2,778,605.44 2.,247,301.3E
0501 "2027 6,835,750,00 3,757,14356 1,058,605.44 3,847 212.58 251,102.09
11012327 6,835.7e0.00 4,036503.86 2,799,246.14 2,195,504.61
05 012028 17,270,750.00 16„221,503.E5 1,049,245.14 3,848,492.28 810,401.13
11:01202S 6,574,875.00 3,883,338.41 2,691,536.59 2,047,162.62
05012029 17,524,875.00 16,358,338.41 1,156,536.59 3,848073.18 866,245.17
11012029 6,301,125.00 3,723,2280.71 2,577,844.29 1,901 373.89
0501 2030 17,831,125.00 16 533,280_71 1,267,E4419 3,845,688.52 920,8E6.61
11,012030 6,013,625.00 3,555,854.01 2,457770.99 1,757,968.34
05 01-2031 22,553,625.00 21,165,854.01 1,387,770.99 3,845,541 98 077,500.15
11.012031 5,600,125.00 3,316,88631 2,283,238.69 1,5E3,724.88
05i01"2032 23,935,125.03 22,371,886_31 1,563, 238.6v 3,846,47738 1,067.7832E
11012032 5,141,750.00 3,043,782.46 2,092,957_54 1.40 ,828.35
05012033 18,431,750..00 16,678,782.45 1 752 9:r7._ 3,845 435.0E 1,161,155.77
11012033 4,809500.00 2,853,64).86 1,955,899.14 1,275,82897
05 011034 18 764,543.00 16;873,600..25 1,890,899_14 3,846.798.1E 1,214,629.33
11012034 4,450,625.00 2,649,329.45 1,811,295.54 1,145,761.20
0501,2035 4,460,525..00 2,549,329.45 1,811,295.54 3,622,591.0E 1.128;297.19
11011033 4,450,525,00 2,649,329.45 1,811,295.54 1,111,09937
05'011036 11,260,625.00 9224,329..45 2,036,295_54 3,847,591,0E 1,230,0E123
11.012036 4290,625.00 2,545,47734 1745,147.66 1,038,136.72
05 011037 11,43 ,625.00 9,325,47734 2,105,147..66 850,295 32 1,233,202.32
11.012037 4,112,125.00 2,438,38724 1,673 73�_75 965,536.24
05011038 11 612,125.00 9,438,38714 2,173 737.76 3,847,475.52 1,234,859.96
11.011038 3,924,625.00 2,327,822 24 1596,802.76 £93,2£7.45
05011039 3,924,625.00 2,327 8?2,24 1,595,802.76 3,193,605.52 579,671.71
11.01,2039 3,924,625.00 2.327,82214 1,596,832_75. 866,263.51
05 01,2040 44,864,E_25.00 421517,8221'4 2,245,832..76 3,843,605.52 1,203,309.07
11312040 2901,125..00 1,671296.68 L 29,828.32 646,996.64
05.012041 45,886,125.00 43,265,29668 2.619,82E_32 3,849,656.64 1,357,249.73
11012041 1,826,500.03 993,506.16 832,993,84 424,969.85
05,012042 46,951,503.00 43 48,505.16 3,012,993.84 3,845,987.68 1,513,714.48
11011042 693,125.00 293,554.43 404,570,57 200,156.36
05012.043 10,223,125.03 6,778,554.43 3,444,570_57 3,849,141.14 1.678,184.0E
11011043 463,00302 187,881_15 272,118.65 130,554.61
051012044 9,435,000.00 5,857,88135 3,577,11£.65 3,849,237.30 1,690,038.69
11012044 235,625_00 95.48830 140,136.30 65,199.36
05 012045 9,660,625.00 5,955,48E 70 3,705,136.30 3,845,272:60 1,697,564.48
521,109 020.00 422,371,597.79 98,737,402 21 98,737,402 21 68,734,969.27
Sarinrs Stmmaaty
PV of satiny from cash flow
Less: Prior fi rni cm hand
Plus: Reundmg funds on hand
68,734,9697
(26,045.141.79)
1,48927
Net PV Savings 42,691,316.75
S-2-1
Dated Date
Delivery Date
_Arbitrage yield
Escrow yield
Value of Negative _Arbitrage
Bond Par Amount
Tnie Interest Cost
Net Interest Cost
Average Coupon
Average Life
Par amount of refunded bonds
Average coupon ofrefunded bonds
Average life of refunded bonds
PV of prior debt to 121012019 4, 3.095640%
Net PV Savings
Percentage savings of refunded bonds
Percentage savings of refunding. bonds
110412019
1210412019
3.095640'N
1.599541%
11.748.352.01
276,260,000.00
3.125533%
3.134696%
3.112054%
16.995
273,430,000.00
5.000000%
18.025
344.994.969.27
42,691,316_75
15.613253%
15453311%
S-2-2