HomeMy Public PortalAboutExhibit MSD 41 - Supplemental Bond Ordinance 15350ORDINANCE NO. 15350
OF
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
Relating to:
WASTEWATER SYSTEM REFUNDING REVENUE BONDS
MSD Exhibit 41
Supplemental Bond Ordinance
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 .......................................................................................................... 6
ARTICLE II
AUTHORIZATION OF THE 2020 BONDS
Section 2.1. Authorization of 2020 Bonds; Details ...................................................................... 7
Section 2.1. Delivery of 2020 Bonds ........................................................................................ 8
ARTICLE III
REDEMPTION OF 2020 BONDS
Section 3.1. Redemption of 2020 Bonds .................................................................................... 8
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment of Funds and Accounts ..................................................................... 9
ARTICLE V
GENERAL PROVISIONS
Section 5.1. Applicability of Master Bond Ordinance. ................................................................. 9
Section 5.2. Authorization of Paying Agent Agreement ............................................................... 9
Section 5.3. Authorization of Continuing Disclosure Agreement ................................................. 10
Section 5.4. Authorization of Escrow Agreement...................................................................... 10
Section 5.5. Redemption of Refunded Bonds ........................................................................... 10
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ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF 2020 BONDS
Section 6.1. Sale of 2020 Bonds............................................................................................. 12
Section 6.2. Authorization and Execution of Documents............................................................ 13
Section 6.3. Application of 2020 Bond Proceeds and Other Funds............................................... 13
Section 6.4. Moneys in a Costs of Issuance Account ................................................................. 13
Section 6.5. Tax Status of the 2020 Bonds ............................................................................... 13
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. General Authorization for 2020 Bonds................................................................... 14
Section 7.2. Severability ....................................................................................................... 14
Section 7.3. Applicable Provisions of Law .............................................................................. 14
Section 7.4. Effective Date; Emergency Measure...................................................................... 15
Exhibit A – Form of 2020 Bonds
Exhibit B – Form of Continuing Disclosure Agreement
Exhibit C – Form of Escrow Agreement
Exhibit D – Form of Purchase Contract
Exhibit E – Form of Certificate of Final Terms
Exhibit F – Executed Certificate of Final Terms
ORDINANCE NO . 15350
AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE
AND DELIVERY OF WASTEWATER SYSTEM REFUNDING REVENUE
BONDS 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, $301,571,204 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 , the Series 2019A Bonds and the Series 2019B 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 $55,729,999.92 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),
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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.
10. By Ordinance No. 12179 passed on March 9, 2006 (the “Series 2006A Ordinance”), the
District has issued its Subordinate Wastewater S ystem 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 $19,795,000 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 $13,068,200 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 $5,079,500 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 $23,111,000 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 $30,449,300 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”),
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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.
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 $50,920,000 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 $44,915,000 remains outstanding as of the date of the passage of this Ordinance. The
Series 2012B Bonds refunded a portion of the District’s Wastewater System Revenue Bonds,
Series 2004A, dated May 6, 2004, issued in the original principal amount of $175,000,000, all of which
have been paid off as of the date of the passage of this Ordinance.
21. By Ordinance No. 13731 passed on October 10, 2013 (the “Series 2013A Ordinance”),
the District has issued its Subordinate Wastewater System Revenue Bonds (State of Missouri – Direct
Loan Program), Series 2013A (the “Series 2013A Bonds”), dated October 31, 2013, in an original
principal amount not to exceed $52,000,000, of which $41,044,000 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 w hich $45,630,000
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 $62,478,000 remains outstanding as
of January 1, 2020.
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 $171,735,000 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 $15,360,635 has been drawn and $13,241,635
remains outstanding as of January 1, 2020.
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
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Loan Program), Series 2016B (the “Series 2016B Bonds”), dated Dec ember 22, 2016, in an original
principal amount not to exceed $75,500,000, of which $56,574,027 has been drawn and $50,210,027
remains outstanding as of January 1, 2020.
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 January 1, 2020.
30. By Ordinance No. 15098 passed on December 13, 2018 (the “Series 2018B Ordinance”),
the Dis trict has issued its Subordinate Wastewater System Revenue Bonds (State of Missouri – Direct
Loan Program), Series 2018B (the “Series 2018B Bonds”), dated Dec ember 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 January 1, 2020.
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 September 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 the passage of this Ordinance.
32. By Ordinance No. 15311 passed on November 14, 2019 (the “Series 2019B Ordinance”),
the District has issued its Wastewater System Revenue Bonds, Series 2019B (the “Series 2019B Bonds”),
dated December 4, 2019, in the original principal amount of $52,130,000, all of which remains
outstanding as of the date of the passage of this Ordinance.
33. By Ordinance No. 15312 passed on November 14, 2019 (the “Series 2019C Ordinance”),
the District has issued its Taxable Wastewater System Refunding Revenue Bonds, Series 2019C
the “Series 2019C Bonds”), dated December 4, 2019, in the original principal amount of $276,260,000,
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all of which remains outstanding as of the date of the passage of this Ordinance. The Series 2019C Bonds
refunded (a) the Series 2012A Bonds maturing in the year 2042, outstanding in the aggregate principal
amount of $103,120,000, (b) 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 Bonds maturing in
the years 2031, 2032, 2038 and 2043, outstanding in the aggregate principal amount of $67,985,000, and
d) a portion of the Series 2015B Bonds maturing in the year 2045, outstanding in the aggregate principal
amount of $18,400,000.
34. 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.
35. 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 consider refunding (a) some or all of the
Series 2011B Bonds (as identified in a Certificate of Final Terms (defined below), the “Series 2011B
Refunded Bonds”), (b) some or all of the Series 2012A Bonds (as identified in a Certificate of Final
Terms, the “Series 2012A Refunded Bonds”), (c) some or all of the Series 2012B Bonds (as identified in
a Certificate of Final Terms, the “Series 2012B Refunded Bonds”), (d) some or all of the Series 2013B
Bonds (as identified in a Certificate of Final Terms, the “Series 2013B Refunded Bonds”), (e) some or all
of the Series 2015B Bonds (as identified in a Certifica te of Final Terms, the “Series 2015B Refunded
Bonds”), (f) some or all of the Series 2016C Bonds (as identified in a Certificate of Final Terms,
the “Series 2016C Refunded Bonds”) and (g) some or all of the Series 2017A Bonds (as identified in a
Certificat e of Final Terms, the “Series 2017A Refunded Bonds” and, together with the Series 2011B
Refunded Bonds, the Series 2012A Refunded Bonds , the Series 2012B Refunded Bonds, the
Series 2013B Refunded Bonds, the Series 2015B Refunded Bonds and the Series 2016C 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, the Series 2015B Ordinance, the Series 2016C Ordinance and the Series 2017A Ordinance
and to finance the costs of the refunding by issuing one or more series of refunding revenue bonds , each
in the Original Principal Amount (as defined below) (collectively, the “2020 Bonds ”).
36. The District reserves the right to not issue any of the 2020 Bonds and not refund any of
the Refunded Bonds in the event that the Chief Financial Officer determines that such refunding would
not benefit the District, for example if such refunding would result in insufficient net present value
savings , after consultation with the District’s financial advisors .
37. The 2020 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, the Series 2019B Bonds and the
Series 2019C 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 2020 Bonds except as otherwise provided in this Ordinance.
38. The District, upon the issuance of the 2020 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.
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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
alr eady defined in the Master Bond Ordinance are intended to replace and supersede such definitions
already contained therein for purposes related to the 2020 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:
2020 Bonds” means one or more series of the District’s Wastewater System Refunding Revenue
Bonds , each issued in the Original Principal Amount as set forth in a Certificate of Final Terms ,
authorized pursuant to the provisions hereof and the terms of the Purchase Contract and the Certificate of
Final Terms .
Beneficial Owner” with respect to each series of the 2020 Bonds that is in book-entry form,
shall have the meaning specified in Section 2.11 of the Master Bond Ordinance, and with respect to each
series of the 2020 Bonds that is not book-entry form, shall mean the Purchaser of said series of
2020 Bonds .
Certificate of Final Terms” means the form attached hereto as Exhibit E, executed and
delivered by the Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer
pursuant to Section 6.1 hereof for each series of the 2020 Bonds and attached to this Ordinance as
Exhibit F upon execution.
Closing Date” shall have the meaning for each series of 2020 Bonds as defined in the Purchase
Contract for said series of 2020 Bonds.
Continuing Disclosure Agreement” means with respect to each applicable series of 2020
Bonds , the Disclosure Dissemination Agent Agreement dated as of the date stated therein 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.
Costs of Issuance Account” means an account by that name within the Project Fund established
in Article IV hereof for each series of 2020 Bonds issued hereunder.
Escrow Agent” means UMB Bank, N.A., St. Louis, Missouri, and any successors or assigns.
Escrow Agreement” means with respect to each series of 2020 Bonds, an Escrow Trust
Agreement dated as of the date stated therein 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 each series of 2020 Bonds
originally issued and delivered pursuant to the Master Bond Ordinance and this Ordinance, in the amount
specified in the respective Certificate of Final Terms and the Purchase Contract for said series of 2020
Bonds , subject to the terms in Section 6.1 hereof .
Paying Agent” means for each series of 2020 Bonds, UMB Bank, N.A.
Purchase Contract” means with respect to each series of 2020 Bonds, the purchase contract,
bond purchase agreement or forward delivery bond purchase agreement between the District and the
Purchaser, in substantially the form attached hereto as Exhibit D.
Purchaser” means with respect to each series of 2020 Bonds, the original purchaser designated
in the Certificate of Final Terms, which purchaser shall be a member of, or an affiliate thereof , the
underwriting pool identified in Ordinance No. 14636 passed on April 13, 2017.
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, (v) the Series 2015B Refunded Bonds, (vi) the Series 2016C Refunded Bonds, and (vii) the
Series 2017A Refunded Bonds, as designated and further described in each 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 , each series of the 2020 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 , the Series 2019C Bonds and each series of the 2020 Bonds (except with respect to
any Credit Facility which may be available only to one or more series of Senior Bonds and except that
Senior SRF Bonds and Senior Uncovered Bonds shall not be secured by the Debt Service Reserve
Account) pursuant to Section 5.3 of the Master Bond Ordinance.
Settlement Date” shall have the meaning for eac h series of 2020 Bonds as defined in the
Purchase Contract for said series of 2020 Bonds. The Settlement Date will be the date of issuance of a
series of 2020 Bonds.
ARTICLE II
AUTHORIZATION OF THE 2020 BOND S
Section 2.1. Authorization of 2020 Bonds; Details.
a) The District hereby authorizes the execution, issuance, and delivery of one or more series
of 2020 Bonds each to be designated, if and when issued by the District, “The Metropolitan St. Louis
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Sewer District Wastewater System Refunding Revenue Bonds ,” and in addition shall include such further
appropriate particular designation added to or incorporated in such title for the 2020 Bonds of any
particular s eries as the District may determine, such as the calendar year of issuance followed by a capital
letter beginning with “A” (e.g., “Series 2020A”). Each Bond shall bear upon its fac e the designation so
determined for the s eries to which it belongs . Each series of 2020 Bonds will be in the Original Principal
Amount determined in the Certificate of Final Terms. The 2020 Bonds are further subject to the
limitations set forth in Section 6.1 hereof.
b) Each series of 2020 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 all or a
portion of the Refunded Bonds and (b) pay the Costs of Issuance of the 2020 Bonds . Each series of 2020
Bonds will comply with Section 5.2 of the Master Bond Ordinance.
c) Each series of the 2020 Bonds shall constitute a series of Senior Uncovered Bonds and
thus will not be secured by the Debt Service Reserve Account.
d) Each series of the 2020 Bonds shall be dated the Settlement Date and issued in
denominations as set forth in the Certificate of Final Terms . Each series of 2020 Bonds shall be issuable
as one fully-registered bond numbered R-1 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.
e) Each series of the 2020 Bonds shall bear interest at the rates per annum set forth in the
respective Certificate of Final Terms , computed on the basis of a 360-day year consisting of twelve 30-
day months, payable on such Interest Payment Dates beginning on the respective Settlement Date set
forth in the Certificate of Final Terms , and shall mature on such Principal Maturity Date in the years and
in the Principal amounts set forth in the Certificate of Final Terms , unless earlier called for redemption.
Each series of 2020 Bonds will not be outstanding hereunder prior to its Settlement Date and therefore no
interest will accrue on a series of 2020 Bonds until the Settlement Date for that series of 2020 Bonds .
f) Whether a series of 2020 Bonds is being issued by means of a book-entry system will be
determined in the Certificate of Final Terms along with whether that particular series of 2020 Bonds will
bear CUSIP identification numbers.
Section 2.2. Delivery of 2020 Bonds. The 2020 Bonds shall be executed in the manner set
forth in the Master Bond Ordinance and delivered to the Purchaser on the Settlement Date upon payment
of the purchase price as set forth in the Certificate of Final Terms and the Purchase Contract.
ARTICLE III
REDEMPTION OF 2020 BOND S
Section 3.1. Redemption of 2020 Bonds .
a) Optional Redemption of 2020 Bonds. At the District’s option, each series of the 2020
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 2020 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
redemption date of the District’s written instructions specifying the Principal amount, stated maturities,
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redemption date and redemption prices of the 2020 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 2020 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 due thereon to the mandatory redemption date.
c) Taxable Bonds Subject to Make Whole Call. The Chief Financial Officer of the District,
after consultation with the District’s financial advisors, may determine that the 2020 Bonds issued on a
taxable basis for federal inc ome tax purposes will be sold with a “Make Whole Call” provision. The
Make Whole Call provisions, if any, will be set forth in the Certificate of Final Terms.
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 Costs of Issuance Account for each series of 2020 Bonds, if
necessary, and the moneys deposited in such accounts shall be held in trust for the purposes set forth in
the Bond Ordinance.
In addition to the Costs of Issuance Accounts 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 2020 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 2020 Bonds with such
changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by the
Chair man of the Governing Body, the Chief Officer or the Chief Financial Officer, whose approval
thereof shall be conclusively evidenced by the execution of such agreement. The Chairman of the
Governing Body, the Chief Officer or the Chief Financial Officer is hereby authorized and directed to
execute on behalf of the District said paying agent agreement.
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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 each applicable series of the 2020 Bonds is hereby approved and authorized. The Continuing
Disclosure Agreement shall be in substantially the form attached hereto as Exhibit B with such changes,
corrections, deletions, insertions, variations, additions, or omissions as may be approved by the Chairman
of the Governing Body, the Chief Officer or the Chief Financial Officer, whose approval thereof shall be
conclusively evidenced by the execution of such contract. The Chairman of the Governing Body, the
Chief Officer or the Chief Financial Officer is hereby authorized and directed to execute on behalf of the
District the Continuing Disclosure Agreement. The District hereby covenants and agrees that it shall
comply with and carry out all of the provisions of the Continuing Disclosure Agreement delivered in
connection with a series of 2020 Bonds . 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 2020 Bonds may take such action, to the extent and in such manner as may be
allowed by applicable law, as may be necessary and appropriate, including seeking mandamus or specific
performance by court order, to cause the District to comply with its obligations under this Section.
Section 5.4. Authorization of Escrow Agreement.
a) The District is hereby authorized to enter into the Escrow Agreement in substantially the
form attached hereto as Exhibit C, and the Chairman of the Governing Body, the Chief Officer, or the
Chief Financial Officer are hereby authorized and directed to execute the Escrow Agreement with such
changes therein as such officials may deem appropriate, for and on behalf of and as the act and deed of
the District. The Escrow Agent is hereby authorized to carry out, on behalf of the District, the duties,
terms and provisions of the Escrow Agreement, and the Escrow Agent, the Purchaser , Bond Counsel and
the District’s financial a dvisors 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. Any excess funds or remaining funds in the Escrow Fund after payment of
the Refunded Bonds shall be returned to the District and applied as directed in the Escrow Agreement.
Section 5.5. Redemption of Refunded Bonds .
a) The Series 2011B Refunded Bonds , as determined in a Certificate of Final Terms, 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.
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b) The Series 2012A Refunded Bonds , as determined in a Certificate of Final Terms, 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 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 , as determined in a Certificate of Final Terms, 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 , as determined in a Certificate of Final Terms, 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 , as determined in a Certificate of Final Terms, 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) The Series 2016C Refunded Bonds, as determined in a Certificate of Final Terms, are
hereby called for redemption and payment prior to maturity on May 1, 2026. The Series 2016C Refunded
Bonds shall be redeemed at the principal payment office of UMB Bank, N.A., the Paying Agent for the
Series 2016C Bonds, by the payment on May 1, 2026 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 2016C Refunded Bonds to be given in the
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manner provided in the Master Bond Ordinance. The officers of the District and the Paying Agent for the
Series 2016C 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 2016C Refunded Bonds as herein provided.
g) The Series 2017A Refunded Bonds, as determined in a Certificate of Final Terms, are
hereby called for redemption and payment prior to maturity on May 1, 2027. The Series 2017A Refunded
Bonds shall be redeemed at the principal payment office of UMB Bank, N.A., the Paying Agent for the
Series 2017A Bonds, by the payment on May 1, 2027 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 2017A 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 2017A 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 2017A Refunded Bonds as herein provided.
ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF 2020 BOND S
Section 6.1. Sale of 2020 Bonds . The District shall sell a series of the 2020 Bonds to the
Purchaser under the terms of the Purchase Contract in substantially the form attached hereto as
Exhibit D. The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is
authorized to designate the Purchaser in the Certificate of Final Terms and 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 each series of the 2020 Bonds , the principal
amounts by maturity, the interest rates and the other final terms of each series of the 2020 Bonds , including
applicable redemption provisions, subject to the limitations set forth below:
a) True Interest Cost: If a series of 2020 Bonds is issued on a tax-exempt basis for federal
income tax purposes, not to exceed 4.50%. If a series of 2020 Bonds is issued on a taxable basis
for federal income tax purposes, not to exceed 5.50%. “True Interest Cost” means the interest
rate necessary to dis count the debt service payments from the payment dates to the delivery date
of each series of the 2020 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 c omputed on a
semiannual basis using a 30/360 day-count convention.
b) Costs of Issuance: If financed with 2020 Bond proceeds, not to exceed 0.60% of the
Original Principal Amount of each series of the 2020 Bonds , excluding any commitment fee or
Purchaser’s fee . The District may in its discretion pay for Costs of Issuance from other legally
available funds.
c ) Final Maturity: Each series of the 2020 Bonds shall not mature later than the final
maturity of the series of Refunded Bonds being refunded with proceeds of said series of 2020
Bonds .
d) Optional Redemption: Each series of the 2020 Bonds shall be subject to optional
redemption not later than 10 years after the Settlement Date at a redemption price equal to 100%
of the principal amount thereof plus accrued interest to the redemption date.
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e) Net Present Value Savings: Not less than 10% of the par amount of the bonds to be
refunded, measured in the aggregate for each series of bonds, not on a maturity by maturity basis .
f) Each series of 2020 Bonds must have a Closing Date of no later than December 31, 2020.
The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is further
authorized and directed to execute and deliver each 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 Chief Financial Officer is hereby authorized to file
the executed Certificate of Final Terms with this Ordinance, and attached hereto as Exhibit F.
Section 6.2. Authorization and Execution of Documents. The Chairman of the Governing
Body, the Chief Officer and the Chief Financial Officer are hereby 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 6.3. Application of 2020 Bond Proceeds and Other Funds. Upon the written
request of the District, the Bond Registrar shall authenticate and hold the 2020 Bonds as “FAST Agent”
for the benefit of the Beneficial Owners or shall deliv er the 2020 Bonds to the applicable Purchaser, and
shall receive a receipt for the 2020 Bonds . The proceeds received from the sale of the 2020 Bonds on the
Settlement Date, 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 2020 Bonds on the
applicable Settlement Date as set forth in the Certificate of Final Terms.
Section 6.4. Moneys in a Costs of Issuance Account . If financed with 2020 Bond proceeds,
at such time as all Costs of Issuance have been paid, and in any case not later than 6 months after the
Settlement Date, the District shall instruct the Depository to transfer any proceeds of the 2020 Bonds in
the Costs of Issuance Account to the Payments Account of the Sinking Fund.
Section 6.5. Tax Status of the 2020 Bonds .
a) In the event a series of 2020 Bonds is issued on a tax-exempt basis for federal income tax
purposes, the District will execute a Federal Tax Certificate relating to that particular series of 2020
Bonds and covenants and agrees that (1) it will comply with all applicable provisions of the Code
necessary to maintain the exclusion from federal gross income of the interest on said 2020 Bonds and
2) comply with all provisions and requirements of the Federal Tax Certificate. The Chairman of the
Governing Body, the Chief Officer or the Chief Financial Officer are hereby authorized to execute the
Federal Tax Certificate in a form approved by Bond Counsel, for and on behalf of and as the act and deed
of the District. The District will also pass such other ordinanc es or resolutions and take such other actions
as may be necessary to comply with the Code and with all other applicable future laws, regulations,
published rulings and judicial decisions in order to ensure that the interest on the tax-exempt 2020 Bonds
will remain excluded from federal gross income, to the extent any such actions can be taken by the
District.
b) The covenants contained in this Section 6.5 and in the Federal Tax Certificate shall
remain in full force and effect notwithstanding the defeasance of the 2020 Bonds pursuant to the Master
Bond Ordinance or any other provision of this Ordinance until the final maturity of the tax-exempt series
of 2020 Bonds.
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c) In the event that federal tax legislation prohibits the issuance of advance refunding bonds
on a tax-exempt basis for federal income tax purposes, the District reserves the right to refund any of the
Refunded Bonds in whole or in part on a taxable basis if the Chief Financial Officer, after consultation
with the District’s financial adviso rs, determines that such refunding would be of benefit to the District
and sufficient net present value savings would still be achieved. In the event one or more series of the
2020 Bonds are issued as taxable for federal income tax purposes, this Section 6.5 shall not apply to said
series of 2020 Bonds.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. General Authorization for 2020 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
2020 Bonds , the investment of the proceeds of the 2020 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 Purchaser , when the 2020 Bonds are issued, certified copies of
all proceedings and records of the District relating to the 2020 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 2020 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 7.2. Severability. In case any one or more of the provisions of this Ordinance or of
the 2020 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 2020 Bonds , but this Ordinance and the 2020 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 2020 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 7.3. 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 wit hout giving effect to
conflicts of laws provisions .
Section 7.4. Expiration of Authority to Issue 2020 Bonds . The District’s authority to issue
a series of 2020 Bonds pursuant to this Ordinance expires on December 31, 2020.
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Section 7.5. Effective Date ; Emergency Clause . Pursuant to the Charter, this Ordinance
constitutes an emergency measure ordinance and shall take effect immediately and be in full force after its
passage by the Governing Body. The economic benefit of refunding the Refunded Bonds depends on the
current market conditions, particularly the current low interest rate environment, thus creating an
emergency within the meaning of the Charter.
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EXHIBIT A
FORM OF 2020 BOND S
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 20___[A]
FORWARD DELIVERY)]
Registered Registered
No. R -_____ $__________
Maturity Date Interest Rate Dated [CUSIP
1, 20___ ______% __________, 2020 592481 ____]
REGISTERED OWNER: [CEDE & CO.][PURCHASER]
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 _____ 1 and _____ 1 of each year (each an
Interest Payment Date”) commencing __________ 1, 20___, 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
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Paying Agent ”). Payment of interest on this Bond shall be made to the registered owner and shall be
paid in lawful money of the United States of America by check or draft mailed on the applicable Interest
Payment Date to such registered owner as of the close of business on the 15th day of the calendar month
the “Record Date ”) immediately preceding such Interest Payment Date at its address as it appears on the
registration books (the “Bond Register”) of the District maintained by the Bond Registrar, or at such
other address as is furnished in writing by such registered owner to the Bond Registrar.
Notwithstanding the foregoing, interest on this Bond shall be payable to any registered owner of
more than $500,000 in aggregate Principal of the Bonds of the same series as this Bond (including this
Bond) by deposit of immediately available funds to the account of such registered owner maintained with
the Paying Agent or transmitted by electronic transfer to such registered owner at an account maintained
at a commercial bank located within the United States of America, if the Paying Agent receives from such
registered owner written deposit or electronic transfer instructions not less than 15 days prior to the
Record Date preceding the Interest Payment Date for which the deposit or electronic transfer is requested.
This Bond is one of a duly authorized series of bonds designated “The Metropolitan St. Louis
Sewer District [Taxable] Wastewater System Refunding Revenue Bonds , Series 20___[A]” (the “Series
20___[A] 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 20___[A] 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 January 9, 2020 (collectively, the “Bond Ordinance”) for the purpose of (a) refunding
outstanding revenue obligations of the District and (b) paying the costs of issuance of the Series 20___[A]
Bonds . The Series 20___[A] 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 20___[A] Bonds or portions thereof maturing on __________,
20___ and thereafter may be called for redemption and payment prior to their Stated Maturity on
20___ and thereafter, in whole or in part on any date in such order of maturity as shall be
determined by the District at the redemption price of 100% of the principal amount thereof plus accrued
interest thereon to the redemption date.
The Series 20___[A] Bonds maturing on __________, 20___ are subject to mandatory
redemption and payment prior to maturity pursuant to the mandatory redemption requirements of the
Bond Ordinance on __________ 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 20___[A]
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 20___[A] 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
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redemption of such Series 20___[A] Bonds on such date, and interest on the Series 20___[A] Bonds or
portions of Series 20___[A] Bonds so called for redemption shall cease to accrue, such Series 20___[A]
Bonds or portions of Series 20___[A] Bonds shall cease to be entitled to any lien, benefit, or security
under the Bond Ordinance, and the owners of such Series 20___[A] Bonds or portions of Series 20___[A]
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 20___[A] Bonds.
The District has established a book-entry system of registration for the Series 20___[A] Bonds.
Except as specifically provided otherwise in the Bond Ordinance, an agent will hold this Bond on behalf
of the Beneficial Owner hereof. By acceptance of a confirmation of purchase, delivery, or transfer, the
Beneficial Owner of this Bond shall be deemed to have agreed to such arrangement. While the Series
20___[A] Bonds are in the book-entry system of registration, the Bond Ordinance provides special
provisions relating to the Series 20___[A] 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 20___[A] Bonds are issuable as fully registered Bonds in the denomination of
or any integral multiple thereof. The Bond Registrar is not required to transfer or exchange
any Series 20___[A] Bond after notice calling such Series 20___[A] 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 20___[A] 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 20___[A] 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 20___[A] BO NDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF
THE DISTRICT NOR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT. THE SERIES
20___[A] 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;
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NOR SHALL THIS BOND CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR
EQUITABLE, UPON ANY PROPERTY OF THE DISTRICT, EXCEPT FOR THE PLEDGED
REVENUES AND ANY OTHER FUNDS PLEDGED TO SECURE THE SERIES 20___[A] BONDS.
The District has covenanted and hereby covenants and agrees at all times while any Series
20___[A] 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 20___[A] 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 Series 20___[A] Bonds, the conditions under which the owner of this Bond may enforce
covenants (other than the covenant to pay Principal of and interest on this Bond when due from the
sources provided, the right to enforce which is unconditional), the conditions upon which additional
revenue bonds may be issued on a parity or achieve parity status with this Bond under the Bond
Ordinance, and the conditions upon which the Bond Ordinance may be amended with the consent of the
owners of a majority in aggregate Principal of the Bonds of each class (senior and subordinate)
Outstanding or the issuer of any Credit Facility, if any, of such Bonds. Upon the occurrence of an Event
of Default under the Bond Ordinance, the owner of this Bond shall be entitled to the remedies provided
by the Bond Ordinance.
It is hereby certified, recited, and declared that all acts, conditions, and things required to exist,
happen, and be performed precedent to and in the issuance of this Bond do exist, have happened, and
have been performed in due time, form, and manner as required by law.
This Bond shall not be entitled to any security or benefit under the Bond Ordinance or become
valid or obligatory for any purpose until the certificate of authentication hereon shall have been duly
executed by the Bond Registrar.
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:
B-1
EXHIBIT B
FORM OF CONTINUING DISCLOSURE AGREEMENT
On file in the Office of the Secretary-Treasurer.]
C-1
EXHIBIT C
FORM OF ESCROW AGREEMENT
On file in the Office of the Secretary-Treasurer.]
D-1
EXHIBIT D
FORM OF PURCHASE CONTRACT
On file in the Office of the Secretary-Treasurer.]
E-1
EXHIBIT E
FORM OF 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] Wastewater System Refunding Revenue Bonds, Series 20___[A] [(Forward
Delivery)] (the “Series 20___[A] Bonds”), certifies pursuant to Section 6.1 of Ordinance No. _____ of
the District (the “Ordinance”), as follows:
1. Series Designation. This series of bonds authorized by the Ordinance is designated as the
Series 20___[A] Bonds.”
2. Original Principal Amount. The Series 20___[A] Bonds are issued in the Original
Principal Amount of $__________.
3. Maturity Schedule. The Series 20___[A] 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___
E-2
4. Initial Interest Payment Date. The initial Interest Payment Date of the Series 20___[A]
Bonds is __________, 20___ and the Series 20___[A] Bonds shall be payable
semiannually on _____ 1 and _____ 1].
5. Final Maturity of the Series 20___[A] Bonds . The final maturity of the Series 20___[A]
Bonds is __________, 20___.
6. True Interest Cost . The True Interest Cost of the Series 20___[A] Bonds, determined in
accordance with Section 6.1 of the Ordinance and based on the expectation that the
Series 20___[A] Bonds will be issued on a [tax-exempt][taxable] basis for federal income
tax purposes , is __________%, as shown on Schedule 1 to this Certificate.
7. Denominations . The Series 20___[A] Bonds are issued in the denomination of $_____ or
any integral of $_____ in excess thereof.
8. Closing Date. The Closing Date, as defined in the Purchase Contract for the Series
20___[A] Bonds, is __________, 2020.
9. Settlement Date/Issuance Date. The Settlement Date, as defined in the Purchase Contract
for the Series 20___[A] Bonds, is __________, 20___.
10. Book-Entry. The Series 20___[A] Bonds [are/are not] issued in book-entry form and
will/will not] have CUSIP identification number assigned to them.
11. Costs of Issuance. The costs of issuing the Series 20___[A] Bonds equals ___% of the
Origin al Principal Amount, excluding the commitment fee.
12. Purchaser. The Purchaser of the Series 20___[A] Bonds is __________.
13. Purchase Price. The purchase price of the Series 20___[A] Bonds is $__________.
14. Optional Redemption (Par). At the District’s option, the Series 20___[A] Bonds or
portions thereof maturing on __________, 20___ and thereafter may be called for
redemption and payment prior to their Stated Maturity on __________, 20___ and
thereafter, in whole or in part on any date, in s uch 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.
15. Make Whole Redemption. [**The Series 20___[A] Bonds are not subjec t to make-whole
redemption.**][**At the District’s option, the Series 20___[A] Bonds are subject to
redemption, in whole or in part, subject to the following provisions: **].
16. Mandatory Sinking Fund Redemption. [**There are no Term Bonds subject to mandatory
redemption prior to maturity.**][** The Series 20___[A] Bonds maturing in the years
20___ and 20___ are Term Bonds and are subject to mandatory redemption prior to
maturity on __________ of the years, in the amounts, provided below. As and for a
sinking fund for the retirement prior to maturity of the Series 20___[A] 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 20___[A]
Bonds on __________ of each year specified below (each such date being referred to as a
mandatory redemption date”):
E-3
Series 20___[A] Bonds Maturing __________, 20___
Year Principal Amount
20___
20___
20___+
Final Maturity **]
17. Application of Series 20___[A] Bond Proceeds . The District shall apply the proceeds
from the sale of the Series 20___[A] Bonds as follows:
a) $__________ shall be deposited into the Series 20___[A] Costs of
Issuance Account and shall be disbursed to pay the Costs of Issuance of the Series
20___[A] Bonds.
b) $__________ shall be paid and transferred to the Escrow Agent for
deposit in the Escrow Fund, to be applied in accordance with the Escrow Agreement.
18. Application of Other Legally Available Funds . The District shall apply other legally
available funds as follows:
a) $__________ of legally available funds on deposit with the District shall
be disbursed to pay the Costs of Issuance of the Series 20___[A] Bonds.
b) $__________ from the release of the Debt Service Reserve Account shall
be [paid and transferred to the Escrow Agent for deposit in the Escrow Fund, to be
applied in accordance with the Escrow Agreement][deposited in the Project Fund and
applied in accordance with the Master Bond Ordinance].
19. Refunded Bonds . The Refunded Bonds being refunded by the Series 20___[A] Bonds
consist of the Series 20__ Bonds maturing in the years 20___ through 20___, inclusive,
outstanding in the aggregate principal amount of $__________.
20. 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.
21. Certification of Financial Advisors . Attached as Exhibit A to this Certificate is the
Financial Advisor ’s Certification of Savings certifying that, as of the date of this
Certificate, the refunding of the Refunded Bonds will reduce the total debt service
payments on the Outstanding Senior Bonds (as defined in the Master Bond Ordinance)
and issuing the Series 20___[A] Bonds as proposed will generate savings that are
commensurate with any risks associated with the transaction.
The terms set forth in this Certificate of Final Terms are within the limitations of Section 6.1 of
the Ordinance.
E-4
Delivered this ____ day of __________, 2020.
THE METROPOLITAN ST. LOUIS SEWER
DISTRICT
By:
Title:
The foregoing Ordinance was adopted on January 9, 2020.
E-5
SCHEDULE 1
TO CERTIFICATE OF FINAL TERMS
TRUE INTEREST COST
E-6
SCHEDULE 2
TO CERTIFICATE OF FINAL TERMS
NET PRESENT VALUE SAVINGS
E-7
EXHIBIT A
TO CERTIFICATE OF FINAL TERMS
FINANCIAL ADVISOR’S CERTIFICATION OF SAVINGS
F-1
EXHIBIT F
EXECUTED CERTIFICATE OF FINAL TERMS