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Home My Public Portal About15659 MSD CW Amending Ordinance (2008B)2ORDINANCE NO. 15659 AN ORDINANCE AMENDING ORDINANCE NO. 12755 OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $40,000,000 PRINCIPAL AMOUNT OF SUBORDINATE WASTEWATER SYSTEM REVENUE BONDS (STATE REVOLVING FUND PROGRAM) SERIES 2008B; AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION THEREWITH. WHEREAS, The Metropolitan St. Louis Sewer District (the “District”), a body corporate, a municipal corporation and a political subdivision duly organized and existing under the constitution and laws of the State of Missouri and the District’s Charter (Plan), as amended, approved by the voters for its government (the “Charter”), owns and operates a revenue producing sanitary sewer system (the “System”); and WHEREAS, pursuant to Master Bond Ordinance No. 11713, adopted by the Board of Trustees of the District on April 22, 2004, and Ordinance No. 12755, adopted by the Board of Trustees of the District on October 7, 2008 (the “Series 2008B Bond Ordinance”), the District has issued its Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program) Series 2008B (the “Bonds”) in the maximum principal amount of $40,000,000, dated October 30, 2008, for the purpose of providing funds to extend and improve the System; and WHEREAS, the District hereby finds that it is necessary and advisable to amend the Series 2008B Bond Ordinance as provided herein; and WHEREAS, Section 1201 of the Series 2008B Bond Ordinance authorizes amendments to the Series 2008B Bond Ordinance with the written consent of the State Environmental Improvement and Energy Resources Authority (the “Authority”), UMB Bank, N.A., as trustee (the “Trustee”) and the Missouri Department of Natural Resources (“DNR”); and WHEREAS, the Authority, the Trustee and DNR have consented to the amendments to the Series 2008B Bond Ordinance set forth herein. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT, AS FOLLOWS: Section 1. Certificate of Final Terms. The Certificate of Final Terms, attached as Exhibit C to the Series 2008B Bond Ordinance, is hereby amended as follows: (a) Section 2 of the Certificate of Final Terms is hereby amended and restated as follows: Section 2. Maturity Schedule – Section 203. The Bonds will mature on the dates and in the amounts and bear interest at the rates as follows: Maturity January 1 Principal Amount Interest Rate (from Dated Date to and including March 31, 2021) Interest Rate (on and after April 1, 2021) 2010 $1,745,000 4.000% 4.000% 2011 1,760,000 4.000 4.000 -2- Maturity January 1 Principal Amount Interest Rate (from Dated Date to and including March 31, 2021) Interest Rate (on and after April 1, 2021) 2012 1,770,000 4.000 4.000 2013 1,785,000 4.250 4.250 2014 1,800,000 4.250 4.250 2015 1,820,000 4.500 4.500 2016 1,845,000 4.750 4.750 2017 1,870,000 5.000 5.000 2018 1,905,000 5.000 5.000 2019 1,935,000 5.000 5.000 2020 1,970,000 5.125 5.125 2021 2,005,000 5.350 5.350 2022 2,050,000 5.400 0.830 2023 2,095,000 5.500 0.830 2024 2,140,000 5.600 0.830 2025 2,190,000 5.625 0.830 2029† 9,315,000 5.750 0.830 ____________ † Term Bond. (b) Section 4 and Schedule 2 to the Certificate of Final Terms are hereby deleted. Section 2. Replacement Bond. Bond R-1 is hereby authorized to be replaced by Bond R-2, reflecting the amendments authorized herein. The Chairman of the Governing Body or the Chief Officer is authorized to execute Bond R-2 for and on behalf of and as the act and deed of the District, with changes approved by the Chairman of the Governing Body or the Chief Officer, which approval will be conclusively evidenced by the signature of the Chairman of the Governing Body or the Chief Officer . The Chief Financial Officer is authorized and directed to attest the execution of Bond R-2. Section 3. Ratification of Series 2008B Bond Ordinance. Except as otherwise provided in this Ordinance, the provisions of the Series 2008B Bond Ordinance are hereby ratified, approved and confirmed. Section 4. Further Authority. The officers of the District, including the Chairman of the Governing Body, the Chief Officer and the Chief Financial Officer, are authorized and directed to execute all documents and take the actions as are necessary or advisable in order to carry out and perform the purposes of this Ordinance and to make ministerial changes in the documents approved by this Ordinance which they may approve. The execution of any document or taking of any related action constitutes conclusive evidence of the necessity or advisability of the action or change. Section 5. Electronic Transactions. The transactions described in this Ordinance and the Bonds may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. -3- Section 6. Severability. If any section or other part of this Ordinance is for any reason held invalid, the invalidity will not affect the validity of the other provisions of this Ordinance. Section 7. Governing Law. This Ordinance is governed by and will be construed in accordance with the laws of the State of Missouri. Section 8. Effective Date. This Ordinance shall be in full force and effect in accordance with the provisions of the Charter. * * * * * The foregoing ordinance was adopted on April 8, 2021. CERTIFICATE I, the undersigned, Chief Financial Officer of The Metropolitan St. Louis Sewer District, hereby certify that attached to this Certificate is a true and correct copy of the Ordinance passed by the Board of Trustees of the District at a regular meeting held, after proper notice, on April 8, 2021, that the Ordinance has not been amended and is in full force and effect as of this date; and that the Ordinance is on file in my office. WITNESS my hand and official seal this _____ day of _____________, 2021. (Seal) Chief Financial Officer CONSENT OF THE AUTHORITY The State Environmental Improvement and Energy Resources Authority (the “Authority”) is the sole registered owner of the Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program) Series 2008B, issued by The Metropolitan St. Louis Sewer District (the “District”) pursuant to Master Bond Ordinance No. 11713, adopted by the Board of Trustees of the District on April 22, 2004, and Ordinance No. 12755, adopted by the Board of Trustees of the District on October 7, 2008 (the “Series 2008B Bond Ordinance”). The Authority hereby consents to the proposed amendments to the Series 2008B Bond Ordinance adopted by the Board of Trustees of the District pursuant to Ordinance No. ______ on April 8, 2021 and agrees to the replacement of Bond No. R-1 now held by the Authority with Bond No. R- 2 of the District reflecting such amendments. STATE ENVIRONMENTAL IMPROVEMENT AND ENERGY RESOURCES AUTHORITY By: Director ACKNOWLEDGMENT STATE OF MISSOURI ) ) SS. COUNTY OF COLE ) On this _______ day of ________________, 2021, before me, the undersigned, a Notary Public, appeared JOE BOLAND, who being before me duly sworn did say that he is the Director of the STATE ENVIRONMENTAL IMPROVEMENT AND ENERGY RESOURCES AUTHORITY, a body corporate and politic and governmental instrumentality of the State of Missouri organized and existing under the laws of the State of Missouri, and that said instrument was signed on behalf of the Authority by authority of its Board of Directors, and said official acknowledged said instrument to be the free act and deed of the Authority. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. (SEAL) Printed Name: Shannon Walsh Creighton Notary Public in and for said State CONSENT OF THE TRUSTEE UMB Bank, N.A., as trustee (the “Trustee”) under the Bond Indenture dated as of October 1, 2008 (as amended and supplemented, the “Series 2008A Indenture”), between the Authority and the Trustee, pursuant to which the State Environmental Improvement and Energy Resources Authority (the “Authority”) issued its Water Pollution Control and Drinking Water Revenue Bonds (State Revolving Funds Programs) Series 2008A (the “Authority Bonds”). A portion of the Authority Bonds are allocable to the Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program) Series 2008B, issued by The Metropolitan St. Louis Sewer District (the “District”) pursuant to Master Bond Ordinance No. 11713, adopted by the Board of Trustees of the District on April 22, 2004, and Ordinance No. 12755, adopted by the Board of Trustees of the District on October 7, 2008 (the “Series 2008B Bond Ordinance”). The Trustee hereby consents to the proposed amendments to the Series 2008B Bond Ordinance adopted by the Board of Trustees of the District pursuant to Ordinance No. ______ on April 8, 2021. UMB BANK, N.A., as trustee By: Vice President ACKNOWLEDGMENT STATE OF MISSOURI ) ) SS. CITY OF ST. LOUIS ) On this _______ day of ________________, 2021, before me, the undersigned, a Notary Public, appeared JULIE WIEGERS, who being before me duly sworn did say that she is a Vice President and an authorized signatory of UMB BANK, N.A., a national banking association organized and existing under the laws of the United States of America, and that said instrument was signed on behalf of said association by authority of its Board of Directors, and said individual acknowledged said instrument to be executed for the purposes therein stated and as the free act and deed of said association. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. (SEAL) Printed Name: Shannon Walsh Creighton Notary Public in and for said State CONSENT OF DNR The Missouri Department of Natural Resources (“DNR”), in connection with the Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program) Series 2008B, issued by The Metropolitan St. Louis Sewer District (the “District”) pursuant to Master Bond Ordinance No. 11713, adopted by the Board of Trustees of the District on April 22, 2004, and Ordinance No. 12755, adopted by the Board of Trustees of the District on October 7, 2008 (the “Series 2008B Bond Ordinance”), hereby consents to the proposed amendments to the Series 2008B Bond Ordinance adopted by the Board of Trustees of the District pursuant to Ordinance No. ______ on April 8, 2021. MISSOURI DEPARTMENT OF NATURAL RESOURCES By: Director, Financial Assistance Center ACKNOWLEDGMENT STATE OF MISSOURI ) ) SS. COUNTY OF COLE ) On this _______ day of ________________, 2021, before me, the undersigned, a Notary Public, appeared HANNAH HUMPHREY, who being before me duly sworn did say that she is the Director of the Financial Assistance Center of the Water Protection Program of the MISSOURI DEPARTMENT OF NATURAL RESOURCES, a department of the State of Missouri organized and existing under the laws of the State of Missouri, and that said instrument was signed on behalf of DNR by authority of its Director, and said official acknowledged said instrument to be the free act and deed of DNR. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and year last above written. (SEAL) Printed Name: Shannon Walsh Creighton Notary Public in and for said State [FORM OF OPINION OF CO-BOND COUNSEL] _____________, 2021 The Metropolitan St. Louis Sewer District St. Louis, Missouri State Environmental Improvement and Energy Resources Authority Jefferson City, Missouri Missouri Department of Natural Resources Jefferson City, Missouri UMB Bank, N.A., as Trustee St. Louis, Missouri Re: Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program) Series 2008B of The Metropolitan St. Louis Sewer District Ladies and Gentlemen: We have acted as co-bond counsel in connection with the issuance by The Metropolitan St. Louis Sewer District (the “District”) of the above-captioned bonds in the maximum principal amount of $40,000,000 (the “Bonds”). In this capacity, we have examined the law and the certified proceedings, certifications and other documents that we deem necessary to render this opinion. The Bonds are issued pursuant to Master Bond Ordinance No. 11713, adopted by the governing body of the District on April 22, 2004 (the “Master Bond Ordinance”), and Ordinance No. 12755 adopted by the governing body of the District on October 7, 2008 (the “Series 2008B Bond Ordinance”). The Series 2008B Bond Ordinance is being amended pursuant to Ordinance No. _________ adopted by the District on April 8, 2021 (the “Amending Ordinance”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Series 2008B Bond Ordinance. Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify them by independent investigation. Based on and subject to the foregoing, we are of the opinion, under existing law, that the Amending Ordinance is permitted by the Master Bond Ordinance, the Series 2008B Bond Ordinance and the District’s Charter (Plan), as amended, approved by the voters for its government (the “Act”), complies with their respective terms, is valid and binding upon the District in accordance with its terms and does not adversely affect the exclusion of interest on the Authority Bonds from gross income for federal income tax purposes. The views expressed herein are as of the date hereof, and we assume no obligation to revise or supplement this letter to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this letter. Very truly yours,