HomeMy Public PortalAboutExhibit MSD 21 - Supplemental Bond Ordinance 12937Gilmore & Bell, P.C.
Draft 07/30/2009
601068.019/MSD Ordinance v4
O R D I N A N C E NO. 12937
OF
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
PASSED AUGUST 13, 2009
AUTHORIZING:
$23,000,000
SUBORDINATE WASTEWATER SYSTEM REVENUE BONDS
(STATE OF MISSOURI – DIRECT LOAN PROGRAM)
SERIES 2009A
TABLE OF CONTENTS
Page
Recitals.............................................................................................................................1
ARTICLE I
DEFINITIONS
Section 101. Definition of Words and Terms.........................................................................................4
ARTICLE II
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds ....................................................................................................7
Section 202. Security for Bonds............................................................................................................7
Section 203. Description of Bonds........................................................................................................7
Section 204. Designation of Paying Agent............................................................................................7
Section 205. Method and Place of Payment of Bonds...........................................................................7
Section 206. Registration, Transfer and Exchange of Bonds ................................................................8
Section 207. Execution, Authentication and Delivery of Bonds ...........................................................8
Section 208. Mutilated, Destroyed, Lost and Stolen Bonds..................................................................8
Section 209. Cancellation and Destruction of Bonds Upon Payment ...................................................8
Section 210. Sale of the Bonds; Authorization and Execution of Documents ......................................8
Section 211. Administrative Fee and Paying Agent’s Fee.....................................................................8
ARTICLE III
REDEMPTION OF BONDS
Section 301. Optional Redemption........................................................................................................8
Section 302. Mandatory Redemption Provisions ..................................................................................9
Section 303. Selection of Bonds to Be Redeemed ................................................................................9
Section 304. Notice and Effect of Call for Redemption........................................................................9
ARTICLE IV
RATIFICATION AND ESTABLISHMENT OF FUNDS AND ACCOUNTS
Section 401. Ratification and Establishment of Funds and Accounts .................................................10
Section 402. Administration of Funds and Accounts ..........................................................................11
Section 403. Deposit of Bond Proceeds ..............................................................................................12
ARTICLE V
APPLICATION OF REVENUES
Section 501. Revenue Fund.................................................................................................................12
Section 502. Application of Moneys in Funds and Accounts..............................................................12
(i)
Section 503. Deficiency of Payments into Funds and Accounts .........................................................13
Section 504. Transfer of Funds to Paying Agent.................................................................................14
Section 505. Business Days.................................................................................................................14
ARTICLE VI
DEPOSIT AND INVESTMENT OF MONEYS
Section 601. Investment of Moneys....................................................................................................14
ARTICLE VII
PARTICULAR COVENANTS OF THE DISTRICT
Section 701. Efficient and Economical Operation ..............................................................................15
Section 702. Rate Covenant ................................................................................................................15
Section 703. Reasonable Charges for all Services...............................................................................15
Section 704. Annual Budget................................................................................................................15
Section 705. Annual Audit ..................................................................................................................15
Section 706. Performance of Duties....................................................................................................15
ARTICLE VIII
ADDITIONAL BONDS
Section 801. Prior Lien Bonds.............................................................................................................16
Section 802. Parity Bonds or Obligations ...........................................................................................16
Section 803. Junior Lien Bonds...........................................................................................................16
Section 804. Refunding Bonds............................................................................................................16
Section 805. Additional Senior Bonds ................................................................................................16
ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Event of Default .............................................................................................................17
Section 902. Remedies ........................................................................................................................17
Section 903. Limitation on Rights of Owners.....................................................................................17
Section 904. Remedies Cumulative.....................................................................................................17
Section 905. No Authority to Levy Taxes ...........................................................................................17
ARTICLE X
DEFEASANCE
Section 1001. Defeasance......................................................................................................................17
ARTICLE XI
AMENDMENTS
Section 1101. Amendments...................................................................................................................18
(ii)
(iii)
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201. Further Authority............................................................................................................18
Section 1202. Severability.....................................................................................................................18
Section 1203. Governing Law...............................................................................................................18
Section 1204. Effective Date.................................................................................................................18
Passage...........................................................................................................................19
Signature ........................................................................................................................19
Exhibit A Form of Bond................................................................................................................. A–1
O R D I N A N C E NO. 12937
AN ORDINANCE AUTHORIZING THE ISSUANCE OF $23,000,000 PRINCIPAL
AMOUNT OF SUBORDINATE WASTEWATER SYSTEM REVENUE BONDS
(STATE OF MISSOURI – DIRECT LOAN PROGRAM) SERIES 2009A OF THE
METROPOLITAN ST. LOUIS SEWER DISTRICT, FOR THE PURPOSE OF
IMPROVING, RENOVATING, REPAIRING, REPLACING AND EQUIPPING
THE DISTRICT’S WASTEWATER SYSTEM; PRESCRIBING THE FORM AND
DETAILS OF THE BONDS AND THE AGREEMENTS MADE BY THE
DISTRICT TO FACILITATE AND PROTECT THEIR PAYMENT AND
PRESCRIBING OTHER RELATED MATTERS
WHEREAS, The Metropolitan St. Louis Sewer District (the “District”), is 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 (as more fully
defined below, the “System”); and
WHEREAS, the District desires to make certain additions, extensions and improvements to the
System and is authorized under the provisions of the Charter to issue and sell revenue bonds for the
purpose of providing funds for such purpose, upon obtaining the required voter approval and provided
that the principal of and interest on such revenue bonds shall be payable solely from the revenues derived
from the operation of the System; and
WHEREAS, the District desires to extend and improve its System, such extensions and
improvements to be financed in whole or in part by the issuance by the District pursuant to this Ordinance
of its Subordinate Wastewater System Revenue Bonds (State of Missouri – Direct Loan Program) Series
2009A (the “Bonds”) in the original principal amount of $23,000,000; and
WHEREAS, pursuant to the Charter, a special bond election was duly held in the District on
August 5, 2008 on the following proposition:
PROPOSITION ‘Y’
To comply with federal and state clean water requirements, shall The Metropolitan St.
Louis Sewer District (MSD) issue its sewer system revenue bonds in the amount of Two
Hundred Seventy-five Million Dollars ($275,000,000) for the purpose of designing,
constructing, improving, renovating, repairing, replacing and equipping new and existing
MSD sewer facilities and system, including sewer disposal and treatment plants, sanitary
and combined sanitary and stormwater sewers, and acquisition of easements and real
property related thereto, the cost of operation and maintenance of said sewer system and the
principal of and interest on said revenue bonds to be payable solely from the revenues
derived by MSD from the operation of its sanitary sewer system, including all future
extensions and improvements thereto?
and it was found and determined that more than a simple majority of the qualified electors of the District
voting on the question had voted in favor of the question, the vote having been 108,787 votes for the
question and 35,629 votes against the question; and
WHEREAS, the District has determined that there is a need for the construction, improvement,
renovation, repair, replacement and equipping of the System, all as generally described in the report dated
September 2002, prepared by the District’s program planners, Sverdrup, Kwame and Metcalf & Eddy,
and in accordance or substantially in accordance with plans and specifications on file from time to time
with the District; and
WHEREAS, the District has determined that it is necessary and desirable and in the best interests
of the citizens of the area served by the System for the District to make the additions, extensions and
improvements to the System described above, and to finance a portion of the costs of the foregoing by the
issuance, pursuant to this Ordinance, of its Subordinate Wastewater System Revenue Bonds (State of
Missouri – Direct Loan Program) Series 2009A (the “Bonds”) in the original principal amount of
$23,000,000; and
WHEREAS, to provide for the most cost-effective financing of the extensions and improvements
of the System the District desires to participate in the State of Missouri Direct Loan Program (the “Direct
Loan Program”) of the Missouri Department of Natural Resources (“DNR”) and the Clean Water
Commission of the State of Missouri; and
WHEREAS, the Board of Trustees (the “Governing Body”) of the District has caused plans and
specifications for extensions and improvements to the System and a cost estimate to be made by the
Consulting Engineer (as defined below); and
WHEREAS, the plans and specifications and the cost estimate are accepted and approved and are
on file in the office of the Secretary-Treasurer, the amount of the estimated cost being not less than
$23,000,000; and
WHEREAS, $30,000,000 of the bonds so authorized have been issued (the Series 2008A Bonds
as described below) and the District finds and determines that it is necessary and advisable and in the best
interest of the District and of its inhabitants to issue the Bonds in the principal amount of $23,000,000;
and
WHEREAS, by Master Bond Ordinance No. 11713 passed on April 22, 2004 (the “Master Bond
Ordinance”), the District has issued its Wastewater System Revenue Bonds, Series 2004A (the “Series
2004A Bonds”), dated May 6, 2004, in the original principal amount of $175,000,000, of which
$168,965,000 remains outstanding as of the date of passage of this Ordinance, by Ordinance No. 12343
passed on November 9, 2006 (the “Series 2006C Ordinance”) the District has issued its Wastewater
System Revenue Bonds, Series 2006C (the “Series 2006C Bonds”), dated November 28, 2006, in the
original principal amount of $60,000,000, all of which remains outstanding as of the date of passage of
this Ordinance, and by Ordinance No. 12771 passed on November 13, 2008 (the “Series 2008A
Ordinance”) the District has issued its Wastewater System Revenue Bonds, Series 2008A (the “Series
2008A Bonds”), dated November 25, 2008, in the original principal amount of $30,000,000, all of which
remains outstanding as of the date of passage of this Ordinance, the Series 2006C Bonds and the Series
2008A Bonds having been issued on parity with the Series 2004A Bonds (together with any bonds of the
District issued on parity with the Series 2004A Bonds, the Series 2006C Bonds and the Series 2008A
Bonds in accordance with the Master Bond Ordinance, the “Outstanding Senior Bonds”); and
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WHEREAS, the District hereby ratifies and affirms the Master Bond Ordinance; and
WHEREAS, 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 $139,965,000 remains outstanding as of the date of passage of this Ordinance;
and
WHEREAS, 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 $5,955,000 remains outstanding as of the date of passage of this Ordinance; and
WHEREAS, 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 $40,480,000 remains outstanding as of the date of passage of this
Ordinance; and
WHEREAS, 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 $13,575,000 remains outstanding as of the date of passage of
this Ordinance; and
WHEREAS, by Ordinance No. 12755 passed on October 7, 2008 (the “Series 2008B Ordinance”
together with the Series 2004B Ordinance, the Series 2005A Ordinance, the Series 2006B Ordinance and
the Series 2006B Ordinance, the “Outstanding Parity Bond Ordinance”), the District has issued its
Subordinate Wastewater System Revenue Bonds (State Revolving Fund Program) Series 2008B (the
“Series 2008B Bonds” together with the Series 2004B Bonds, the Series 2005A Bonds, the Series 2006A
Bonds and the Series 2006B Bonds, the “Outstanding Parity Bonds”), dated October 30, 2008, in the
original principal amount of $40,000,000, all of which remains outstanding as of the date of passage of
this Ordinance; and.
WHEREAS, the Bonds are being issued as Subordinate SRF Bonds (within the meaning of the
Master Bond Ordinance) under the Master Bond 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 Bonds except as otherwise provided in this Ordinance; and
WHEREAS, the District, upon the issuance of the Bonds, will not have outstanding any other
bonds or other obligations payable from the Pledged Revenues other than the Series 2004A Bonds, the
Series 2004B Bonds, the Series 2005A Bonds, the Series 2006A Bonds, the Series 2006B Bonds, the
Series 2006C Bonds, the Series 2008A Bonds, the Series 2008B Bonds and the Bonds; and
WHEREAS, under the provisions of the Master Bond Ordinance, the District may issue
additional bonds payable out of the Pledged Revenues that are junior and subordinate to the Outstanding
Senior Bonds, and that are on parity with the Outstanding Parity Bonds, if certain conditions are met; and
WHEREAS, it is hereby found and determined that it is necessary and advisable and in the best
interest of the District and its inhabitants that revenue bonds be issued and secured in the form and
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manner provided in this Ordinance and be sold to DNR under the Direct Loan Program, subject to the
conditions of the Master Bond Ordinance.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE
METROPOLITAN ST. LOUIS SEWER DISTRICT, AS FOLLOWS:
ARTICLE I
DEFINITIONS
Section 101. Definition of Words and Terms. Capitalized words and terms not otherwise
defined in this Ordinance have the meanings set forth in the Master Bond Ordinance, the Purchase
Agreement and the Escrow Agreement (each as defined below). In addition to the foregoing and words
and terms defined in the Recitals and elsewhere in this Ordinance, capitalized words and terms have the
following meanings in this Ordinance:
“Account” means any of the funds or accounts established by Section 4 of the Escrow
Agreement.
“Additional Interest” means additional interest on the Bonds prior to the Completion of
Disbursements, equal to the actual earnings on moneys in the Construction Fund less earnings calculated
at the interest rate on the Bonds, computed by the Paying Agent on each Interest Payment Date. The
Additional Interest for any period shall not be less than $0. All references in this Ordinance to the
payment of interest on the Bonds includes the Additional Interest.
“Administrative Expense Fund” means the fund designated as such and established by Section 4
of the Escrow Agreement. The Administrative Expense Fund does not constitute part of the Direct Loan
Program.
“Administrative Fee” means the semiannual administrative fee of DNR equal to 0.25% of the
aggregate amount of the Bonds Outstanding as of each Administrative Fee Calculation Date (including
the final maturity date of the Bonds), payable to the Paying Agent within 30 days after the District’s
receipt of a statement from the Paying Agent, for deposit to the Administrative Expense Fund and
subsequent transfers to DNR as described in Section 10 of the Escrow Agreement.
“Administrative Fee Calculation Date” means the Business Day preceding each Principal
Payment Date.
“Authority” means the State Environmental Improvement and Energy Resources Authority, a
body corporate and politic and a governmental instrumentality of the State.
“Authority Program Bonds” means any bonds of the Authority issued under the SRF Leveraged
Program, all or a portion of the proceeds of which are loaned to the District pursuant to the SRF
Leveraged Program.
“Authorized Representative” means the representative of the District designated as such by the
District in accordance with the Regulations.
“Bond Debt Service” means the amount of the principal of and interest due on the Bonds on the
date of calculation required in this Ordinance.
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“Bond Register” has the meaning set forth in the Master Bond Ordinance. The Paying Agent is
the Bond Registrar for the Bonds.
“Bonds” means the Subordinate Wastewater System Revenue Bonds (State of Missouri – Direct
Loan Program) Series 2009A in the original principal amount of $23,000,000 authorized herein and
issued hereunder.
“Closing Date” means the date of the initial issuance and delivery of the Bonds.
“Construction Fund” means the Construction Fund established by Section 4 of the Escrow
Agreement.
“Consultant” means the Consulting Engineer, an independent certified public accountant or a firm
of independent certified public accountants.
“Consulting Engineer” means each independent engineer or engineering firm with experience in
designing and constructing wastewater treatment, sanitary sewerage or water pollution control facilities,
and retained by the District.
“Costs of Issuance” has the meaning set forth in the Purchase Agreement.
“Debt Service Fund” means the Debt Service Fund established by Section 4 of the Escrow
Agreement.
“Escrow Agreement” means the Escrow Trust Agreement dated as of August 1, 2009, between
the District and the Paying Agent, as supplemented, modified or amended in accordance with its terms,
related to the Bonds.
“Expenses of Operation and Maintenance” has the meaning set forth in the Master Bond
Ordinance.
“Funds Transfer Method” means electronic transfer in immediately available funds, automated
clearing house (ACH) funds, or other method approved by DNR at the written request of the District with
written notice to the Paying Agent.
“Interest Payment Date” means each January 1 and July 1, commencing January 1, 2010.
“Investment Securities” means Permitted Investments within the meaning of the Master Bond
Ordinance.
“Operating Revenues” has the meaning set forth in the Master Bond Ordinance.
“Ordinance” means this Ordinance as from time to time amended in accordance with its terms.
“Outstanding” has the meaning set forth in the Master Bond Ordinance.
“Owner” means DNR or any assignee, successor or transferee of DNR under the Direct Loan
Program or the SRF Leveraged Program.
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“Parity Bonds” means the Outstanding Parity Bonds and any parity bonds issued under
Section 5.4 of the Master Bond Ordinance payable from the Pledged Revenues on a parity basis with the
Bonds.
“Parity Ordinances” means the Outstanding Parity Bond Ordinance and the ordinances under
which any other Parity Bonds are issued.
“Paying Agent” means UMB Bank, N.A., the paying agent and escrow agent, and its successors
and assigns acting at any time as Paying Agent and Escrow Agent under this Ordinance and the Escrow
Agreement.
“Pledged Revenues” has the meaning set forth in the Master Bond Ordinance.
“Principal Payment Date” means each January 1 and July 1, commencing January 1, 2011, and
any date on which the Bonds are optionally redeemed in accordance with Section 301.
“Purchase Agreement” means the Purchase Agreement dated as of August 1, 2009, between the
District and DNR, as supplemented, modified or amended in accordance with its terms.
“Record Date” has the meaning set forth in the Master Bond Ordinance.
“Renewal and Extension Fund” means the fund by that name ratified and confirmed by Section
401.
“Repayment Fund” means the fund designated as such and established by Section 4 of the Escrow
Agreement. The Repayment Fund does not constitute part of the Direct Loan Program.
“Revenue Fund” means the fund by that name ratified and confirmed by Section 401.
“SRF Leveraged Program” means the Missouri Leveraged State Drinking Water Revolving Fund
Program and the Missouri Leveraged State Water Pollution Control Revolving Fund Program.
“SRF Leveraged Program Bonds” means any bonds of the District issued in connection with the
District’s participation in the SRF Leveraged Program.
“SRF Subsidy” means the amount of investment earnings which will accrue on the Reserve
Account during each Fiscal Year (taking into account scheduled transfers from the Reserve Account
which will occur upon the payment of principal on Authority Program Bonds and assuming that the
construction for the applicable project has been completed), if the Reserve Security is equal to the
Reserve Percentage of the principal amount of the SRF Leveraged Program Bonds outstanding, the
Reserve Account is invested in an investment agreement at a fixed rate during the calculation period and
earnings are reduced by the Administrative Fee payable to DNR. Administrative Fee, Reserve Account
and Reserve Percentage as used in this definition have the respective meanings set forth in the bond
indentures for the applicable Authority Program Bonds.
“State” means the State of Missouri.
“System Revenue Bonds” means, collectively, the Bonds, the Outstanding Senior Bonds, the
Outstanding Parity Bonds and all other revenue bonds which are payable from the Pledged Revenues.
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ARTICLE II
AUTHORIZATION OF BONDS
Section 201. Authorization of Bonds. The Bonds are authorized and directed to be issued in
the principal amount of $23,000,000 for the purposes of this Ordinance.
Section 202. Security for Bonds.
(a) The Bonds are special, limited obligations of the District payable solely from, and
secured by a pledge of, the Pledged Revenues. The Bonds and the interest thereon shall not constitute a
general or moral obligation of the District nor a debt, indebtedness, or obligation of, or a pledge of the
faith and credit of, the District or the State or any political subdivision thereof, within the meaning of any
constitutional, statutory or charter provision whatsoever. Neither the faith and credit nor the taxing power
of the District, the State, or any political subdivision thereof is pledged to the payment of the Principal of,
premium, if any, or interest on the Bonds or other costs incident thereto. The District has no authority to
levy any taxes to pay the Bonds. Neither the members of the Governing Body nor any person executing
the Bonds shall be liable personally on the Bonds by reason of the issuance thereof.
(b) The Bonds are junior and subordinate to the Outstanding Senior Bonds with respect to
payment of principal and interest from the Pledged Revenues. In the event of any default in the payment of
the Outstanding Senior Bonds, the Pledged Revenues will be applied solely to the payment of the principal
of and interest on the Outstanding Senior Bonds until the default is cured, pursuant to the terms and
conditions of the Master Bond Ordinance. The Bonds are issued on parity with the Outstanding Parity
Bonds.
Section 203. Description of Bonds. The Bonds consist of fully registered bonds without
coupons, numbered from R-1 consecutively upward, in the denomination of $100 or any integral multiple
of $100. The Bonds will be issued in substantially the form of Exhibit A and will be registered,
transferred and exchanged as provided in Section 206. The Bonds are dated the Closing Date. The Bonds
will mature and become due on January 1, 2030 (subject to optional and mandatory redemption prior to
maturity as provided in Article III) and shall bear interest at an annual rate equal to 30% of the Revenue
Bond Index as published in The Bond Buyer most recently prior to the Closing Date, rounded up to the
nearest 0.01% (computed on the basis of a 360-day year of twelve 30-day months) from the Closing Date
or from the most recent Interest Payment Date to which interest has been paid or provided for, plus
Additional Interest; provided, however, that at no time shall the Bonds bear interest at a rate exceeding
the maximum rate of interest permitted by State law. Interest (other than Additional Interest) is payable
on each Interest Payment Date. Additional Interest is payable in arrears on each Principal Payment Date
prior to the Completion of Disbursements and on the Interest Payment Date immediately following the
Completion of Disbursements.
Section 204. Designation of Paying Agent. The District has designated the Paying Agent as
the District’s paying agent for the payment of the principal of and interest on the Bonds, bond registrar for
the registration, transfer and exchange of Bonds and escrow agent with respect to the funds established
with the Paying Agent under the Escrow Agreement.
Section 205. Method and Place of Payment of Bonds. The method and place of payment of
the Bonds will be as provided in Sections 2.1 and 2.5 of the Master Bond Ordinance, except that each
quarterly payment under Section 502(a)(3) and amounts payable pursuant to Section 211 will be made
using the Funds Transfer Method.
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Section 206. Registration, Transfer and Exchange of Bonds.
(a) Registration, transfer and exchange of the Bonds shall be as provided in Sections 2.4 and
2.7 of the Master Bond Ordinance.
(b) At reasonable times and under reasonable rules established by the Paying Agent, the
Owners of 25% or more in principal amount of the Outstanding Bonds, or their representative designated
in a manner satisfactory to the Paying Agent, may inspect and copy the Bond Register.
(c) The Bonds will be held by the Paying Agent in trust for each Owner, unless the Paying
Agent is otherwise directed in writing by an Owner.
Section 207. Execution, Authentication and Delivery of Bonds. Execution, authentication and
delivery of the Bonds shall be as provided in Section 2.3 of the Master Bond Ordinance.
Section 208. Mutilated, Destroyed, Lost and Stolen Bonds. Treatment of mutilated, destroyed,
lost and stolen Bonds shall be as provided in Section 2.9 of the Master Bond Ordinance.
Section 209. Cancellation and Destruction of Bonds Upon Payment. Cancellation and
destruction of Bonds shall be as provided in Section 2.8 of the Master Bond Ordinance.
Section 210. Sale of the Bonds; Authorization and Execution of Documents.
(a) The Bonds will be sold to the Owner at the purchase price of 100% of the principal
amount of the Bonds, plus accrued interest thereon, if any.
(b) The District is authorized to enter into the Purchase Agreement and the Escrow
Agreement, in substantially the forms presented to the Governing Body. The Chair or the Executive
Director is authorized to execute the Purchase Agreement and the Escrow Agreement for and on behalf of
and as the act and deed of the District, with changes approved by the Chair or the Executive Director,
which approval will be conclusively evidenced by the Chair’s or the Executive Director’s signature. The
Chair or the Executive Director is further authorized and directed to execute other documents, certificates
and instruments that are necessary or desirable to carry out the intent of this Ordinance. The Secretary-
Treasurer is authorized and directed to attest the execution of the Purchase Agreement and the Escrow
Agreement and any other documents, certificates and instruments that are necessary or desirable to carry
out the intent of this Ordinance.
Section 211. Administrative Fee and Paying Agent’s Fee. Subject to Section 202, the District
will pay to the Paying Agent, within 30 days after receipt of a statement from the Paying Agent, (i) the
Administrative Fee, and (ii) an amount equal to the Paying Agent’s fees and expenses as provided in the
Escrow Agreement.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Optional Redemption. At the option of the District, with the prior written
consent of the Owner, Bonds may be called for redemption and payment prior to maturity in whole or in
part at any time, at the redemption price of 100% of the principal amount thereof plus accrued interest
thereon to the date of redemption.
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Section 302. Mandatory Redemption Provisions.
(a) The Bonds are subject to mandatory redemption in part, at a redemption price equal to
100% of the principal amount thereof plus accrued interest to the redemption date, on the Principal
Payment Dates and in the principal amounts as set forth on the following schedule:
Redemption Date Principal Amount Redemption Date Principal Amount
January 1, 2011 $456,100 January 1, 2021 $573,300
July 1, 2011 461,300 July 1, 2021 579,900
January 1, 2012 466,600 January 1, 2022 586,500
July 1, 2012 472,000 July 1, 2022 593,300
January 1, 2013 477,400 January 1, 2023 600,100
July 1, 2013 482,900 July 1, 2023 607,000
January 1, 2014 488,500 January 1, 2024 614,000
July 1, 2014 494,100 July 1, 2024 621,100
January 1, 2015 499,800 January 1, 2025 628,200
July 1, 2015 505,500 July 1, 2025 635,400
January 1, 2016 511,300 January 1, 2026 642,700
July 1, 2016 517,200 July 1, 2026 650,100
January 1, 2017 523,200 January 1, 2027 657,600
July 1, 2017 529,200 July 1, 2027 665,200
January 1, 2018 535,300 January 1, 2028 672,800
July 1, 2018 541,400 July 1, 2028 680,600
January 1, 2019 547,700 January 1, 2029 688,400
July 1, 2019 554,000 July 1, 2029 696,300
January 1, 2020 560,300 January 1, 2030† 704,300
July 1, 2020 566,800
______________
† Maturity
If Bonds are redeemed in part other than pursuant to the sinking fund requirements of this paragraph (a),
the foregoing principal installments will be reduced on a proportionate basis. The District will designate
the amount of the reduction of each principal installment by written notice to the Paying Agent and the
Owner. The amount of the reduction is subject to verification by the Owner and other verification
requirements as may be reasonably established by the Paying Agent.
(b) The Bonds are subject to mandatory redemption in part, in an amount equal to the amount
remaining on deposit in the Construction Fund upon the Completion of Disbursements (rounded to the
next lower integral multiple of $100), on the earliest practicable date for which notice may be given, at a
redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption
date.
Section 303. Selection of Bonds to Be Redeemed. Selection of Bonds to be redeemed shall be
as provided in Section 3.6 of the Master Bond Ordinance.
Section 304. Notice and Effect of Call for Redemption. Notice of redemption shall be given
as provided in Section 3.2 of the Master Bond Ordinance except that “45 days” shall be substituted for
“30 days” for the required notice period for redemption of the Bonds. The effect of the call for
redemption shall be as provided in Section 3.4 of the Master Bond Ordinance.
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ARTICLE IV
RATIFICATION AND ESTABLISHMENT OF FUNDS AND ACCOUNTS
Section 401. Ratification and Establishment of Funds and Accounts.
(a) The following separate funds and accounts created in or acknowledged, ratified or
confirmed by the Master Bond Ordinance known respectively as the:
(1) The Metropolitan St. Louis Sewer District Wastewater Revenue Fund (the
“Revenue Fund”);
(2) The Metropolitan St. Louis Sewer District Wastewater Sinking Fund (the
“Outstanding Senior Bond Debt Service Account”);
(3) Debt Service Reserve Account within The Metropolitan St. Louis Sewer District
Wastewater Sinking Fund (the “Outstanding Senior Bond Debt Service Reserve Account”); and
(4) The Metropolitan St. Louis Sewer District Renewal and Extension Fund (the
“Renewal and Extension Fund”);
are hereby acknowledged, ratified and confirmed.
(b) The following separate funds and accounts acknowledged under the Series 2004B
Ordinance known respectively as the:
(1) Reserve Account (the “Series 2004B Reserve Account”); and
(2) State Match Portion Debt Service Account, Leveraged Portion Debt Service
Account, Principal Account and Interest Account (collectively, the “Series 2004B Bond Debt
Service Account”);
are hereby acknowledged, ratified and confirmed.
(c) The following separate funds and accounts acknowledged under the Series 2005A
Ordinance known respectively as the:
(1) Reserve Account (the “Series 2005A Reserve Account”); and
(2) State Match Portion Debt Service Account, Leveraged Portion Debt Service
Account, Principal Account and Interest Account (collectively, the “Series 2005A Bond Debt
Service Account”);
are hereby acknowledged, ratified and confirmed.
(d) The following separate funds and accounts acknowledged under the Series 2006A
Ordinance known respectively as the:
(1) Reserve Account (the “Series 2006A Reserve Account”); and
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(2) State Match Portion Debt Service Account, Leveraged Portion Debt Service
Account, Principal Account and Interest Account (collectively, the “Series 2006A Bond Debt
Service Account”);
are hereby acknowledged, ratified and confirmed.
(e) The following separate funds and accounts acknowledged under the Series 2006B
Ordinance known respectively as the:
(1) Reserve Account (the “Series 2006B Reserve Account”); and
(2) State Match Portion Debt Service Account, Leveraged Portion Debt Service
Account, Principal Account and Interest Account (collectively, the “Series 2006B Bond Debt
Service Account”);
are hereby acknowledged, ratified and confirmed.
(f) The following separate funds and accounts acknowledged under the Series 2008B
Ordinance known respectively as the:
(1) Reserve Account (the “Series 2008B Reserve Account” and collectively with the
Series 2006B Reserve Account, the Series 2006A Reserve Account, the Series 2005A Reserve
Account and the Series 2004B Reserve Account, the “Outstanding Parity Bond Reserve Account”);
and
(2) State Match Portion Debt Service Account, Leveraged Portion Debt Service
Account, Principal Account and Interest Account (collectively, the “Series 2008B Bond Debt
Service Account” and collectively with the Series 2006B Bond Debt Service Account, the Series
2006A Bond Debt Service Account, the Series 2005A Bond Debt Service Account and the Series
2004B Bond Debt Service Account, the “Outstanding Parity Bond Debt Service Account”);
are hereby acknowledged, ratified and confirmed.
(g) The District hereby establishes the following special funds and accounts with the Paying
Agent under the Escrow Agreement:
(1) the Debt Service Fund;
(2) the Construction Fund (the “Construction Fund”);
(3) the Repayment Fund, consisting of the Principal Account and the Interest
Account; and
(4) the Administrative Expense Fund.
Section 402. Administration of Funds and Accounts. The funds and accounts described in
Section 401(a)(1), (2), (3) and (4) will be maintained and administered by, or on behalf of, the District
pursuant to the Master Bond Ordinance. The funds and accounts described in Section 401(b), (c), (d), (e)
and (f) will be maintained and administered by, or on behalf of, the District while the Series 2004B
Bonds, the Series 2005A Bonds, the Series 2006A Bonds, the Series 2006B Bonds and the Series 2008B
Bonds, respectively, are outstanding.
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Section 403. Deposit of Bond Proceeds. The proceeds received from the sale of the Bonds
will be deposited upon the delivery of the Bonds into the Construction Fund and the Administrative
Expense Fund as provided in the Escrow Agreement.
ARTICLE V
APPLICATION OF REVENUES
Section 501. Revenue Fund. The District covenants and agrees that from and after the
delivery of the Bonds, all Operating Revenues derived and collected by the District will be deposited into
the Revenue Fund when received. The Operating Revenues will be segregated from all other moneys,
revenues, funds and accounts of the District. The Revenue Fund will be administered and applied solely
for the purposes and in the manner provided in the Master Bond Ordinance, this Ordinance and any other
Series Ordinance.
Section 502. Application of Moneys in Funds and Accounts.
(a) The District will apply moneys in the Revenue Fund on the dates, in the amounts and in
the order as follows:
(1) from time to time, as required by the Master Bond Ordinance, to pay Expenses of
Operation and Maintenance as required by Section 4.3(a)(1) of the Master Bond Ordinance;
(2) from time to time, to the Outstanding Senior Bond Debt Service Account, the
Outstanding Senior Bond Debt Service Reserve Account and other funds and accounts established
under the Master Bond Ordinance, the amounts as required by Section 4.3(a)(2), (3), (4) and (5)
of the Master Bond Ordinance;
(3) on a parity basis (i) at the times required under the Outstanding Parity Bond
Ordinance, to the Outstanding Parity Bond Debt Service Account the amount required under the
Outstanding Parity Bond Ordinance and (ii) on each March 1, June 1, September 1 and
December 1 (the “Quarterly Payment Dates”) the following amounts to the Paying Agent for
credit to the Interest Account and to the Principal Account (at the time amounts set forth in
subsections (A) and (B) below are paid to the Paying Agent and deposited into the Principal
Account and the Interest Account, the amounts shall represent payments of principal and interest
due and owing on the Bonds, shall not be Pledged Revenues and shall be released from the lien of
the Master Bond Ordinance):
(A) to the Interest Account, December 1, 2009 the amount of interest due on
the Bonds on the January 1, 2010 Interest Payment Date, and on each Quarterly Payment
Date thereafter, 1/2 of the amount of interest due on the Bonds on the next Interest
Payment Date, with these quarterly payments to be reduced as follows:
(i) the balance in the Debt Service Fund and the Interest Account on
an Interest Payment Date after the payment of the principal of and interest due on
the Bonds on the Interest Payment Date will be credited against the next
succeeding quarterly payment or payments;
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(ii) the investment earnings on the Construction Fund (other than the
amount of Additional Interest) for the preceding quarterly period will be credited
against the next quarterly payment; and
(iii) the investment earnings on the Construction Fund equal to
Additional Interest will be credited on an Interest Payment Date to the payment
of Additional Interest due on the Interest Payment Date.
(B) to the Principal Account, on September 1, 2010 and each Quarterly
Payment Date thereafter, 1/2 of the principal due on the Bonds on the next succeeding
Principal Payment Date, whether at maturity or upon mandatory sinking fund
redemption. If the Initiation of Operations specified in the certificate delivered by the
District under Section 3.5 of the Purchase Agreement is earlier than the expected
Initiation of Operations, (i) the first quarterly installment of principal of the Bonds will be
paid no later than the Quarterly Payment Date which is not more than 12 months after the
Initiation of Operations, and (ii) on the Quarterly Payment Date which is not more than
20 years after the Initiation of Operations, all remaining unpaid principal installments of
the Bonds will be paid;
(4) on the dates required by Section 211, to the Paying Agent for deposit to the
Administrative Expense Fund, the amounts required to pay the Administrative Fee and the Paying
Agent’s Fees and expenses;
(5) from time to time, as required by the Master Bond Ordinance, to the Outstanding
Senior Bond Debt Service Account, the Outstanding Senior Bond Debt Service Reserve Account
and other funds and accounts established under the Master Bond Ordinance the amounts as
required by Section 4.3(a)(7) of the Master Bond Ordinance, and the amounts as required by
Section 4.3(a)(8) of the Master Bond Ordinance relating to any Outstanding Senior Bond;
(6) on the first day of each month, to the Outstanding Parity Bond Debt Service
Reserve Account as required by the Outstanding Parity Bond Ordinance;
(7) from time to time, the amounts required by Section 4.3(a)(8) of the Master Bond
Ordinance for Other System Obligations (as defined in the Master Bond Ordinance); and
(8) to the Renewal and Extension Fund, the amount required by the Master Bond
Ordinance, to be applied as set forth in Section 4.5 of the Master Bond Ordinance.
(b) If the amount in the Revenue Fund is not sufficient to make the payments at the time
required to be made by the District to the Interest Account, the Principal Account and the Outstanding
Parity Bond Debt Service Account, the District will apply the remaining balance in the Revenue Fund on
a proportionate basis (based upon the outstanding principal amounts of the Bonds and the Outstanding
Parity Bonds) to the Principal Account, the Interest Account and the Outstanding Parity Bond Debt
Service Account.
Section 503. Deficiency of Payments into Funds and Accounts.
(a) If Pledged Revenues are insufficient to make any payment on any date specified in this
Article, the District will make good the amount of the deficiency by making additional payments out of
the first available Pledged Revenues for application in the order specified in Section 502.
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(b) If the moneys in the Outstanding Senior Bond Debt Service Account, the Outstanding
Senior Bond Debt Service Reserve Account, the Outstanding Parity Bond Debt Service Account, the
Outstanding Parity Bond Debt Service Reserve Account, the Principal Account or the Interest Account are
not sufficient to pay the principal of and interest on the Outstanding Senior Bonds, the Outstanding Parity
Bonds and the Bonds as and when the same become due, the District will apply moneys in the Renewal
and Extension Fund first to the Outstanding Senior Bond Debt Service Account and the balance on a
proportionate basis (based upon the outstanding principal amounts of the Bonds and the Outstanding
Parity Bonds) to the Principal Account, the Interest Account and the Outstanding Parity Bond Debt
Service Account to prevent any default in the payment of the principal of and interest on the Outstanding
Senior Bonds, the Bonds and the Outstanding Parity Bonds.
Section 504. Transfer of Funds to Paying Agent. The Secretary-Treasurer is authorized and
directed to make the payments to the Principal Account and the Interest Account as provided in Section
502, and, to the extent necessary to prevent a default in the payment of the Bonds, from the Renewal and
Extension Fund as provided in Sections 503, sums sufficient to pay the Bonds when due, and to forward
amounts to the Paying Agent in a manner which ensures the Paying Agent will have sufficient available
funds on or before the second Business Day immediately preceding the dates when payments on the
Bonds are due. Upon the payment of all principal and interest on the Bonds, the Paying Agent will return
any excess funds to the District. Except as otherwise provided in the Indenture, all moneys deposited by
the District with the Paying Agent are subject to the provisions of this Ordinance. Except as otherwise
provided in the Escrow Agreement, all moneys deposited by the District with the Paying Agent are
subject to the provisions of this Ordinance and the Master Bond Ordinance.
Section 505. Business Days. If any date for the payment of principal of, or redemption
premium, if any, or interest on the Bonds or the taking of any other action hereunder is not a Business
Day, then such payment shall be due, or such action shall be taken, on the first Business Day thereafter
with the same force and effect as if made on the date fixed for payment or performance.
ARTICLE VI
DEPOSIT AND INVESTMENT OF MONEYS
Section 601. Investment of Moneys.
(a) Moneys held in any fund or account referred to in this Ordinance may be invested in
Investment Securities; provided, however, that any fund or account held by the Paying Agent shall be
invested as provided in Section 12 of the Escrow Agreement. No such investment will be made for a
period extending longer than the date when the money invested may be needed. All earnings on any
investments held in any fund or account will accrue to the applicable fund or account. In determining the
amount held in any fund or account under this Ordinance, obligations will be valued at the lower of cost
or market value.
(b) Investment of moneys in each of the other funds and accounts ratified and confirmed by
this Ordinance shall be as provided in Sections 4.7 and 4.8 of the Master Bond Ordinance and in the
Outstanding Parity Bond Ordinance.
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ARTICLE VII
PARTICULAR COVENANTS OF THE DISTRICT
Section 701. Efficient and Economical Operation. The District will continuously own and
operate the System as provided in Section 6.2 of the Master Bond Ordinance.
Section 702. Rate Covenant. The District will fix, establish, maintain and collect rates and
charges for the use and services furnished by or through the System as provided in Section 6.1 of the
Master Bond Ordinance.
Section 703. Reasonable Charges for all Services. The District will enforce charges for
services as set forth in Section 6.7 of the Master Bond Ordinance.
Section 704. Annual Budget. The District will adopt a budget for each Fiscal Year, as
provided in Section 6.10 of the Master Bond Ordinance. The Secretary-Treasurer, within 30 days after the
end of the current Fiscal Year, will mail a copy of the budget to the Owner. The annual budget will be
prepared in accordance with the laws of the State.
Section 705. Annual Audit.
(a) Promptly after the end of each Fiscal Year, the District will cause an audit of the System
for the preceding Fiscal Year to be made by a certified public accountant or firm of certified public
accountants employed for that purpose and paid from the Pledged Revenues. The annual audit will cover
in reasonable detail the operation of the System during the Fiscal Year.
(b) As soon as possible after the completion of the annual audit, the Governing Body will
review the annual audit, and if the annual audit reveals any breach of this Ordinance, the District agrees to
promptly cure the breach.
(c) Within 30 days after the acceptance of the audit by the Governing Body, a copy of the
annual audit will be filed in the office of the Secretary-Treasurer, and a copy of the audit will be mailed to
the Owner. The annual audit will be open to examination and inspection during normal business hours by
any taxpayer, any user of the services of the System, the Owner, or anyone acting for or on behalf of the
taxpayer, user or Owner.
(d) The District acknowledges its undertakings set forth in Section 2.1(t) of the Purchase
Agreement.
Section 706. Performance of Duties. The District will faithfully and punctually perform all
duties and obligations with respect to the operation of the System now or hereafter imposed upon the
District by the constitution and laws of the State and by the provisions of this Ordinance and the Master
Bond Ordinance.
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ARTICLE VIII
ADDITIONAL BONDS
Section 801. Prior Lien Bonds. Except as provided in Sections 804 and 805, the District will
not issue any debt obligations payable out of the Net Revenues which are superior in lien, security or
otherwise to the Bonds.
Section 802. Parity Lien Bonds or Obligations.
(a) The District will not issue any additional bonds or other long–term obligations payable
out of the Pledged Revenues that stand on parity or equality with the Bonds unless the following
conditions are met:
(1) the District is not in default in the payment of principal or interest on the
Outstanding Senior Bonds, the Bonds or any Parity Bonds or in making any deposit into the funds
and accounts under the Master Bond Ordinance, this Ordinance or any Parity Ordinance; and
(2) the District provides to the Bondowner and the Paying Agent either of the reports
meeting the requirements set forth in Section 5.4(a)(1) of the Master Bond Ordinance; and
(3) all other requirements set forth in Section 5.4 of the Master Bond Ordinance for
the issuance of Subordinate Bonds (as defined therein) have been satisfied.
(b) Reference is made to the Master Bond Ordinance for provisions relating to additional
revenue bonds or other obligations of the District issued on parity with the Bonds.
Section 803. Junior Lien Bonds. Reference is made to the Master Bond Ordinance for
provisions relating to additional revenue bonds or other obligations of the District issued on a subordinate
basis to the Bonds.
Section 804. Refunding Bonds.
(a) The District may, without complying with the provisions of Section 802, refund any of
the Bonds in a manner that provides debt service savings to the District, and the refunding bonds so issued
will be on a parity with any of the Bonds that are not refunded and any Outstanding Parity Bonds. If the
Bonds are refunded in part and the refunding bonds bear a higher average rate of interest or become due
on a date earlier than that of the Bonds that are refunded, the District must obtain the prior written consent
of the Owner and DNR to the issuance of the refunding bonds.
(b) The District may refund any of the Outstanding Senior Bonds, provided that such
refunding satisfies the requirements set forth in Section 5.2 of the Master Bond Ordinance.
Section 805. Additional Senior Bonds. The District may issue bonds on parity with the
Outstanding Senior Bonds provided that such issuance is in conformance in all respects with the
requirements set forth in Section 5.3 of the Master Bond Ordinance. The District will not issue any debt
obligations payable out of the Pledged Revenues which are superior in lien, security or otherwise to the
Outstanding Senior Bonds.
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ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Event of Default. If (i) the District defaults in the payment of the principal of or
interest on any of the Bonds, or (ii) the District or its Governing Body or any of its officers, agents or
employees fails or refuses to comply with any provision of this Ordinance, the Constitution or statutes of
the State, the Purchase Agreement or the Escrow Agreement and default continues for a period of 60 days
after written notice specifying the non-payment default has been given to the District by the Owner of any
Bond then Outstanding, at any time thereafter and while the default continues, the District shall pay to
DNR the penalties assessed by DNR in accordance with the Regulations.
Section 902. Remedies. The provisions of this Ordinance constitute a contract between the
District and the Owners of the Bonds. Upon an event of default as provided in Section 1001, the Owners
of the Bonds shall have the right to exercise remedies as provided in the Master Bond Ordinance. Any
amounts paid on the Bonds to the Owners will be as provided in the Master Bond Ordinance.
Section 903. Limitation on Rights of Owners. No Owner has any right in any manner
whatever by the Owner’s action to affect, disturb or prejudice the security granted and provided for in, or
enforce any right under, this Ordinance, except in the manner provided in this Ordinance. All proceedings
at law or in equity will be for the equal benefit of all Owners.
Section 904. Remedies Cumulative. No remedy conferred upon the Owners is intended to be
exclusive of any other remedy. Each remedy is in addition to every other remedy and may be exercised
without exhausting any other remedy conferred under this Ordinance. No waiver by any Owner of any
default or breach of duty or contract of the District under this Ordinance will affect any subsequent
default or breach of duty or contract by the District or impair any rights or remedies thereon. No delay or
omission of any Owner to exercise any right or power accruing upon any default will impair any right or
power or will be construed to be a waiver of any default. Every substantive right and every remedy
conferred upon the Owners of the Bonds by this Ordinance may be enforced and exercised from time to
time and as often as may be expedient. If any Owner discontinues any proceeding or the decision in the
proceeding is against the Owner, the District and the Owners of the Bonds will be restored to their former
positions and rights under this Ordinance.
Section 905. No Authority to Levy Taxes. The District has no authority to levy taxes to meet
any obligation incurred under this Ordinance or to pay the principal of or interest on the Bonds.
ARTICLE X
DEFEASANCE
Section 1001. Defeasance. When all of the Bonds have been paid and discharged, the
provisions of this Ordinance will terminate. Bonds will be treated as paid and discharged within the
meaning of this Ordinance if the requirements for defeasance of the Bonds set forth in Section 9.1 of the
Master Bond Ordinance have been satisfied.
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ARTICLE XI
AMENDMENTS
Section 1101. Amendments.
(a) Any provision of the Bonds or of this Ordinance may be amended by an ordinance with
the written consent of the Owner. Consent must be evidenced by an instrument executed by the Owner,
acknowledged or proved in the manner of a deed to be recorded, and filed with the Secretary-Treasurer.
(b) No amendment will be effective until (i) the District has delivered to DNR, the Owner
and the Paying Agent an opinion of Bond Counsel stating that the amendment is permitted by this
Ordinance and the Act, complies with their respective terms and is valid and binding upon the District in
accordance with its terms, and (ii) the Secretary-Treasurer has on file a copy of the amendment and all
required consents.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201. Further Authority. The officers of the District, including the Chair of the Board
of Trustees, the Executive Director and the Secretary-Treasurer, 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 1202. Electronic Transactions. The transactions described in this Ordinance and the
Bonds may be conducted and related documents may be 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.
Section 1203. 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 1204. Governing Law. This Ordinance is governed by and will be construed in
accordance with the laws of the State.
Section 1205. 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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PASSED by the Board of Trustees of The Metropolitan St. Louis Sewer District this 13th day of
August, 2009.
Chair of the Board of Trustees
(Seal)
ATTEST:
Secretary-Treasurer
APPROVED AS TO FORM:
Randy E. Hayman, General Counsel
The foregoing Ordinance was adopted August 13, 2009.
EXHIBIT A
FORM OF BOND
[THIS BOND IS TRANSFERABLE ONLY TO ANY SUCCESSOR TO OR ASSIGNEE OF THE
MISSOURI DEPARTMENT OF NATURAL RESOURCES]
Registered Registered
No. R-_______ $____________
UNITED STATES OF AMERICA
STATE OF MISSOURI
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
SUBORDINATE WASTEWATER SYSTEM REVENUE BOND
(STATE OF MISSOURI – DIRECT LOAN PROGRAM)
SERIES 2009A
Dated Date Interest Rate Maturity Date
January 1, 2030
REGISTERED OWNER: MISSOURI DEPARTMENT OF NATURAL RESOURCES
PRINCIPAL AMOUNT: _______________________ DOLLARS
THE METROPOLITAN ST. LOUIS SEWER DISTRICT, a body corporate, a municipal
corporation and a political subdivision of the State of Missouri (the “District”), for value received, hereby
promises to pay to the Owner shown above, or registered assigns, the Principal Amount shown above on
the Maturity Date shown above, and to pay interest thereon at the Interest Rate per annum shown above
plus Additional Interest as described in the herein defined Ordinance (computed on the basis of a 360-day
year of twelve 30-day months) from the Dated Date shown above or from the most recent interest
payment date to which interest has been paid or duly provided for, payable semiannually on January 1 and
July 1 in each year, commencing January 1, 2010, plus Additional Interest, until the Principal Amount has
been paid. Terms not otherwise defined in this Bond have the respective meanings as set forth in the
Ordinance.
The principal of this Bond shall be paid at maturity or upon earlier redemption to the person in
whose name this Bond is registered on the Bond Register at the maturity or redemption date thereof, upon
presentation and surrender of this Bond at the payment office of UMB BANK, N.A. in St. Louis,
Missouri (the “Paying Agent”). The payment of the principal of and redemption premium, if any, payable
on this Bond at maturity or upon earlier redemption and the interest payable on this Bond on any Interest
Payment Date will be made by check or draft mailed by the Paying Agent to the address of the Owner
shown in the Bond Register. The principal of and redemption premium, if any, and interest on the Bonds
is payable by electronic transfer in immediately available federal funds to a bank in the continental United
States of America pursuant to instructions from any Owner received by the Paying Agent prior to the
Record Date. The principal of and interest on this Bond is payable in lawful money of the United States
of America.
A-1
This Bond is one of a duly authorized series of bonds of the District designated “Subordinate
Wastewater System Revenue Bonds (State of Missouri – Direct Loan Program) Series 2009A”
aggregating the principal amount of $23,000,000 (the “Bonds”), issued by the District for the
construction, improvement, renovation, repair, replacement and equipping of its wastewater system
(together with all future improvements and extensions, the “System”), under the authority of and in full
compliance with the District’s Charter (Plan), as amended, and pursuant to an election duly held in the
District and an ordinance duly adopted by the governing body of the District (the “Ordinance”).
At the option of the District, the Bonds may be called for redemption and payment prior to
maturity in whole or in part as provided in the Ordinance.
The Bonds are subject to mandatory redemption and payment prior to maturity pursuant to the
mandatory redemption requirements of the Ordinance, at a redemption price equal to 100% of the
principal amount plus accrued interest to the redemption date.
The Bonds are subject to mandatory redemption in part, in an amount equal to the amount
remaining on deposit in the Construction Fund upon the Completion of Disbursements (rounded to the
next lower integral of $100), on the earliest practicable date for which notice may be given, at the
redemption price of 100% of the principal amount thereof plus accrued interest thereon to the date of
redemption.
Except as otherwise provided in the Ordinance, notice of redemption, unless waived, is to be
given by the Paying Agent by mailing an official redemption notice by registered or certified mail at least
15 days, but not more than 30 days, prior to the date fixed for redemption, to the Owner of the Bond or
Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished
in writing by such Owner to the Paying Agent. Notice of redemption having been given or waived as
aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due
and payable at the redemption price therein specified, and from and after such date (unless the District
shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear
interest.
The Bonds are special, limited obligations of the District payable solely from, and secured as to
the payment of principal and interest by a pledge of, the Pledged Revenues. The Bonds and the interest
thereon shall not constitute a general or moral obligation of the District nor a debt, indebtedness, or
obligation of, or a pledge of the faith and credit of, the District or the State or any political subdivision
thereof, within the meaning of any constitutional, statutory or charter provision whatsoever. Neither the
faith and credit nor the taxing power of the District, the State, or any political subdivision thereof is
pledged to the payment of the principal of, premium, if any, or interest on the Bonds or other costs
incident thereto. Under the conditions set forth in the Ordinance, the District has the right to issue
additional senior bonds and additional parity bonds payable from, and secured by, the Pledged Revenues.
The District has no authority to levy any taxes to pay the Bonds.
The Bonds are subordinate with respect to payment of principal and interest from the Pledged
Revenues and in all other respects to the Outstanding Senior Bonds. In the event of any default in the
payment of principal of or interest on any of the Outstanding Senior Bonds, the Pledged Revenues will be
applied solely to the payment of the principal of and interest on the Outstanding Senior Bonds until the
default is cured.
The Bonds are issued on parity with the Outstanding Parity Bonds.
A-2
The District covenants with the Owner of this Bond to keep and perform all covenants and
agreements contained in the Ordinance, and the District will fix, establish, maintain and collect rates, fees
and charges for the use and services furnished by or through the System to produce Revenues sufficient to
pay the operation and maintenance costs of the System, pay the principal of and interest on the Bonds and
provide reasonable and adequate reserve funds. Reference is made to the Ordinance for a description of
the agreements made by the District with respect to the collection, segregation and application of the
Revenues, the nature and extent of the security for the Bonds, the rights, duties and obligations of the
District with respect to the Bonds, and the rights of the Owners.
The Bonds are issuable in the form of fully registered Bonds without coupons in the
denomination of $100 or any integral multiple of $100.
This Bond may be transferred or exchanged, as provided in the Ordinance, only upon the
registration books kept for that purpose at the above-mentioned office of the Paying Agent, upon
surrender of this Bond together with a written instrument of transfer or exchange satisfactory to the
Paying Agent duly executed by the Owner or the Owner’s duly authorized agent, and thereupon a new
Bond or Bonds in any authorized denomination of the same maturity and in the same aggregate principal
amount shall be issued to the transferee in exchange therefor as provided in the Ordinance, and upon
payment of the charges therein prescribed. The District and the Paying Agent may deem and treat the
person in whose name this Bond is registered on the Bond Register as the absolute owner hereof for the
purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest
due hereon and for all other purposes.
This Bond will not be valid or be entitled to any security or benefit under the Ordinance until the
Paying Agent has executed the Certificate of Authentication.
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to
exist, happen and be performed precedent to the issuance of the Bonds have existed, happened and been
performed in due time, form and manner as required by law, and that before the issuance of the Bonds,
provision has been duly made for the collection, segregation and application of the income and revenues
of the System as provided in the Ordinance.
IN WITNESS WHEREOF, The Metropolitan St. Louis Sewer District has executed this Bond by
causing it to be signed by the manual or facsimile signature of its Chair of the Board of Trustees or
Executive Director and attested by the manual or facsimile signature of its Secretary-Treasurer, with its
official seal affixed or imprinted.
(SEAL) THE METROPOLITAN ST. LOUIS SEWER
DISTRICT
ATTEST:
By
Secretary-Treasurer Executive Director
A-3
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the issue described in the within-mentioned Ordinance.
Registration Date:
UMB BANK, N.A., Paying Agent
By
Authorized Signatory
RECORD OF PRINCIPAL PAYMENTS AND PREPAYMENTS
Under the provisions of the Ordinance, payments of the principal installments of this Bond and
partial prepayments of the principal of this Bond will be made directly to the Owner without surrender of
this Bond to the Paying Agent. Accordingly, any purchaser or other transferee of this Bond should verify
with the Paying Agent the principal of this Bond outstanding prior to such purchase or transfer, and the
records of the Paying Agent shall be conclusive for such purposes.
A-4
A-5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Print or Type Name of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints UMB Bank,
N.A. agent to transfer the within Bond on the books kept by the Paying Agent for the registration thereof,
with full power of substitution in the premises.
Dated:
NOTICE: The name of the Owner must correspond with
the name that appears upon the face of the within Bond
in every particular.
By:
Name:
Title:
CERTIFICATE
I, the undersigned, Secretary-Treasurer of The Metropolitan St. Louis Sewer District, hereby
certify that attached to this Certificate is a true and correct copy of Ordinance No. _______ passed by the
Board of Trustees of the District at a regular meeting held, after proper notice, on August 13, 2009, 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 August, 2009.
(Seal) Secretary-Treasurer