HomeMy Public PortalAboutExhibit MSD 43 - Supplemental Bond Ordinance 15546G&B DRAFT#1: SEPTEMBER 21, 2020
ORDINANCE NO. 15546
OF
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
Relating to:
WASTEWATER SYSTEM REVENUE BONDS
SERIES 2020B
The foregoing Ordinance was adopted on November 12, 2020.
MSD Exhibit 43
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 .......................................................................................................................... 3
ARTICLE II
AUTHORIZATION OF THE SERIES 2020B BONDS
Section 2.1. Authorization of Series 2020B Bonds; Details ................................................................... 4
ARTICLE III
REDEMPTION OF SERIES 2020B BONDS
Section 3.1. Redemption of Series 2020B Bonds ................................................................................... 5
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment of Funds and Accounts ................................................................................ 5
ARTICLE V
GENERAL PROVISIONS
Section 5.1. Applicability of Master Bond Ordinance. ........................................................................... 6
Section 5.2. Authorization of Paying Agent Agreement ........................................................................ 6
Section 5.3. Authorization of Continuing Disclosure Agreement .......................................................... 6
ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF SERIES 2020B BONDS
Section 6.1. Sale of Series 2020B Bonds; Authorization and Execution of Documents ........................ 7
Section 6.2. Application of Series 2020B Bond Proceeds ...................................................................... 7
Section 6.3. Appropriation of Series 2020B Bond Proceeds to Pay Costs of Issuance .......................... 7
Section 6.4. Moneys in the Series 2020B Costs of Issuance Account .................................................... 8
ii)
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Preliminary and Final Official Statement ........................................................................... 8
Section 7.2. General Authorization for Series 2020B Bonds ................................................................. 8
Section 7.3. Severability ......................................................................................................................... 9
Section 7.4. Applicable Provisions of Law ............................................................................................. 9
Section 7.5. Effective Date ..................................................................................................................... 9
Schedule I - Outstanding Senior Bonds
Schedule II - Outstanding Subordinate Bonds
Exhibit A - Form of Series 2020B Bonds
Exhibit B - Continuing Disclosure Agreement
Exhibit C - Notice of Bond Sale
Exhibit D - Form of Requisition--Project Fund
Exhibit E - Preliminary Official Statement
Exhibit F - Terms of Series 2020B Bonds
Exhibit G - Certificate of Final Terms
ORDINANCE NO. 15546
AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE
AND DELIVERY OF WASTEWATER SYSTEM REVENUE BONDS,
SERIES 2020B, OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT;
PRESCRIBING THE FORM AND DETAILS OF SAID BONDS; AND
AUTHORIZING CERTAIN ACTIONS AND DOCUMENTS AND PRESCRIBING
OTHER MATTERS RELATING THERETO.
1. The Metropolitan St. Louis Sewer District (the “District”), a body corporate, a municipal
corporation and a political subdivision duly organized and existing under the Constitution and laws of the
State of Missouri and the District’s Charter (Plan), as amended, approved by the voters for its government
the “Charter”), owns and operates a revenue producing sanitary sewer system (the “System,” as hereinafter
more fully defined).
2. The District desires to make certain additions, extensions and improvements to the System
and is authorized under the provisions of the Charter to issue and sell revenue bonds for the purpose of
providing funds for such purpose, upon obtaining the required voter approval and provided that the principal
of and interest on such revenue bonds shall be payable solely from the revenues derived from the operation
of the System.
3. Pursuant to such authority, a special bond election was duly held in the District on
April 5, 2016 on the following proposition:
PROPOSITION Y
To comply with federal and state clean water requirements, shall The
Metropolitan St. Louis Sewer District (MSD) issue its sewer revenue
bonds in the amount of Nine Hundred Million Dollars ($900,000,000)
for the purpose of designing, constructing, improving, renovating,
repairing, replacing and equipping new and existing MSD sewer and
drainage facilities and systems, including sewage treatment and
disposal plants, sanitary sewers, and acquisition of easements and real
property related thereto, the cost of operation and maintenance of
said facilities and systems and the principal of and interest on said
revenue bonds to be payable solely from the revenues derived by MSD
from the operation of its wastewater sewer system, including all future
extensions and improvements thereto?
and it was found and determined that more than a simple majority of the qualified electors of the District
voting on the proposition had voted in favor of the issuance of said revenue bonds for the purpose aforesaid,
the vote on said proposition having been 127,661 votes for said proposition to 39,866 votes against said
proposition.
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4. $323,571,204 of the bonds authorized at the above-described election have heretofore been
issued.
5. Pursuant to an election duly held on February 3, 2004, the qualified electors of the District
authorized the issuance of $500,000,000 of revenue bonds, all of which have heretofore been issued.
6. Pursuant to an election duly held on August 5, 2008, the qualified electors of the District
authorized the issuance of $275,000,000 of revenue bonds, all of which have heretofore been issued.
7. 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.
8. The District hereby ratifies and affirms the Master Bond Ordinance No. 11713 passed on
April 22, 2004 (the “Master Bond Ordinance”).
9. As of October 1, 2020, the District had $__________ principal amount of Outstanding
Subordinate Bonds (further described on Schedule I attached hereto) and $1,224,247,204 principal amount
of Outstanding Senior Bonds (further described on Schedule II attached hereto).
10. The District has determined that there is a need for the design, construction, improvement,
renovation, repair, replacement and equipping of the System all in accordance or substantially in accordance
with plans and specifications on file from time to time with the District (the “Series 2020B Project”).
11. Under the provisions of the Master Bond Ordinance, the District may issue additional
bonds payable out of the Pledged Revenues that are senior to the Outstanding Subordinate Bonds, and that
are on parity with the Outstanding Senior Bonds (within the meaning of the Master Bond Ordinance), if
certain conditions are met.
12. 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 the costs of the foregoing by issuing its
revenue bonds in the Original Principal Amount (as defined below) (the “Series 2020B Bonds”).
13. The Series 2020B Bonds are being issued as Senior Bonds on a parity with the other
Outstanding Senior Bonds, under the Master Bond Ordinance and this Ordinance, this Ordinance constitutes
a Series Ordinance (within the meaning of the Master Bond Ordinance), and the provisions of the
Master Bond Ordinance are applicable to the Series 2020B Bonds except as otherwise provided in this
Ordinance.
14. The District, upon the issuance of the Series 2020B 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 already
defined in the Master Bond Ordinance are intended to replace and supersede such definitions already
contained therein for purposes related to the Series 2020B Bonds. If any of the following definitions
conflict with the definitions already set forth in the Master Bond Ordinance, the definitions set forth herein
shall take precedence:
Beneficial Owner” with respect to the Series 2020B Bonds, shall have the meaning specified in
Section 2.11 of the Master Bond Ordinance.
Bond Registrar” means any bank or trust company designated as such by the District in the Bond
Ordinance with respect to any of the Bonds. Such Bond Registrar shall perform the duties required of the
Bond Registrar in the Bond Ordinance. UMB Bank, N.A. is the Bond Registrar for the Senior Bonds.
Certificate of Final Terms” means Exhibit G, executed and delivered by the Chairman of the
Governing Body, the Chief Officer or the Chief Financial Officer pursuant to Section 6.1 hereof and
attached to this Ordinance as Exhibit G as of the date of issuance of the Series 2020B Bonds.
Continuing Disclosure Agreement” means, with respect to the Series 2020B Bonds, the
Disclosure Dissemination Agent Agreement dated as of December 1, 2020 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.
Depository” means the depository of each fund established under the Bond Ordinance, and any
successor depository of such fund hereafter designated by the District from time to time by Supplemental
Ordinance. The Depository for the Senior Bonds is U.S. Bank, N.A., St. Louis, Missouri.
Notice of Bond Sale” means the Notice of Bond Sale, in substantially the form attached hereto
as Exhibit C.
Original Principal Amount” means the principal amount of Series 2020B Bonds originally
issued and delivered pursuant to the Master Bond Ordinance and this Ordinance, in the amount specified
in the Certificate of Final Terms, subject to the terms in Exhibit F.
Paying Agent” means any bank or trust company, including any successors and assigns thereof,
authorized by the District in the Bond Ordinance to pay the Principal of, premium, if any, or interest on any
Bonds on behalf of the District. Such Paying Agent shall perform the duties required of the Paying Agent
in the Bond Ordinance. UMB Bank, N.A. is the Paying Agent for the Series 2020B Bonds.
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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, the Series
2020B Bonds (all as further described on Schedule I attached hereto) 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 the Series 2020B Bonds (except with
respect to any Credit Facility which may be available only to one or more series of Senior Bonds and except
that Senior SRF Bonds and Senior Uncovered Bonds shall not be secured by the Debt Service Reserve
Account) pursuant to Section 5.3 of the Master Bond Ordinance.
Series 2020B Bonds” means the District’s Wastewater System Revenue Bonds, Series 2020B,
issued in the Original Principal Amount, authorized under Section 2.1 hereof.
Series 2020B Costs of Issuance Account” means the account by that name within the Project
Fund established in Article IV hereof.
Series 2020B Official Statement” means the final Official Statement with respect to the
Series 2020B Bonds.
Series 2020B Project” means the project as particularly described in plans and specifications on
file from time to time with the District.
Series 2020B Project Account” means the account by that name within the Project Fund
established in Article IV hereof.
Series 2020B Rebate Account” means the account by that name within the Rebate Fund
established in Article IV hereof.
Underwriter” means with respect to the Series 2020B Bonds, the original purchaser identified in
the Certificate of Final Terms.
ARTICLE II
AUTHORIZATION OF THE SERIES 2020B BONDS
Section 2.1. Authorization of Series 2020B Bonds; Details. The District hereby authorizes
the execution, issuance, and delivery of a series of Bonds to be designated “The Metropolitan St. Louis
Sewer District Wastewater System Revenue Bonds, Series 2020B,” in the Original Principal Amount,
which series of Bonds shall be executed, issued, and delivered under, and secured by, the Master Bond
Ordinance and this Ordinance, for the purpose of providing funds to (a) pay a portion of the costs of the
Series 2020B Project and (b) pay the Costs of Issuance of the Series 2020B Bonds.
The Series 2020B Bonds shall constitute a series of Senior Uncovered Bonds and thus will not be
secured by the Debt Service Reserve Account.
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The Series 2020B Bonds shall be dated the date of their initial issuance. The Series 2020B Bonds
shall be numbered in a convenient manner established by the Bond Registrar and shown by the Bond
Register.
The Series 2020B Bonds and the Bond Registrar’s Certificate of Authentication shall be in
substantially the form set forth in Exhibit A attached hereto, with such variations, omissions, substitutions
and insertions as are required or permitted by the Master Bond Ordinance and this Ordinance.
The Series 2020B Bonds shall bear interest at the rates per annum set forth in the Certificate of
Final Terms, computed on the basis of a 360-day year consisting of twelve 30-day months, payable on May
1, 2021 and semiannually thereafter on each May 1 and November 1 of each year and shall mature on May 1
in the years and in the Principal amounts set forth in the Certificate of Final Terms, unless earlier called for
redemption.
ARTICLE III
REDEMPTION OF SERIES 2020B BONDS
Section 3.1. Redemption of Series 2020B Bonds.
a) Optional Redemption of Series 2020B Bonds. At the District’s option, certain Series 2020B
Bonds or portions thereof may be called for redemption and payment prior to their Stated Maturity on the
dates and at the redemption prices set forth in the Certificate of Final Terms. The Paying Agent shall call
Series 2020B 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, redemption date and
redemption prices of the Series 2020B Bonds to be called for redemption. The Paying Agent may in its
discretion waive such notice period so long as the notice requirements set forth in Section 3.2 of the Master
Bond Ordinance are met.
b) Mandatory Redemption of Series 2020B 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.
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment of Funds and Accounts. In addition to the Funds and Accounts
established in Section 4.2 of the Master Bond Ordinance, the District hereby establishes the following
accounts, and the moneys deposited in such accounts shall be held in trust for the purposes set forth in the
Bond Ordinance:
4.1.1. Within the Metropolitan St. Louis Sewer District Wastewater Rebate Fund
the “Rebate Fund”), to be held by the Depository for the account of the District, a Series 2020B
Rebate Account.
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4.1.2. Within the Metropolitan St. Louis Sewer District Wastewater Project Fund
the “Project Fund”), to be held by the Depository for the account of the District, a Series 2020B
Project Account and a Series 2020B Costs of Issuance Account.
Each account listed above shall be held within the fund under which it is created. The Rebate Fund
is further described in Article VI of the Master Bond Ordinance and the Project Fund is further described
in Article XII of the Master Bond Ordinance.
ARTICLE V
GENERAL PROVISIONS
Section 5.1. Applicability of Master Bond Ordinance. Except as otherwise provided in this
Ordinance, the provisions of the Master Bond Ordinance are hereby ratified, approved and confirmed and
incorporated herein and shall be applicable to the authorization, execution, authentication, issuance,
redemption, payment, sale and delivery of the Series 2020B Bonds, the custody and the distribution of the
proceeds and the security, payment, redemption and enforcement of payment thereof. The requirements of
Article V of the Master Bond Ordinance regarding the issuance of additional Bonds have been satisfied.
Section 5.2. Authorization of Paying Agent Agreement. The District is hereby authorized to
enter into a paying agent agreement with the Paying Agent with respect to the Series 2020B Bonds with
such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by
the Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer, whose approval
thereof shall be conclusively evidenced by the execution of such agreement. The Chairman of the
Governing Body, the Chief Officer or the Chief Financial Officer is hereby authorized and directed to
execute on behalf of the District said paying agent agreement.
Section 5.3. Authorization of Continuing Disclosure Agreement. The form, terms, and
conditions and the execution, delivery, and performance of the Continuing Disclosure Agreement with
respect to the Series 2020B Bonds, which has been filed with the District, are hereby approved and
authorized. The Continuing Disclosure Agreement shall be in substantially the form attached hereto as
Exhibit B with such changes, corrections, deletions, insertions, variations, additions, or omissions as may
be approved by the Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer,
whose approval thereof shall be conclusively evidenced by the execution of such contract. The Chairman
of the Governing Body, the Chief Officer or the Chief Financial Officer is hereby authorized and directed
to execute on behalf of the District the Continuing Disclosure Agreement. The District hereby covenants
and agrees that it shall comply with and carry out all of the provisions of the Continuing Disclosure
Agreement. Notwithstanding any other provision of the Bond Ordinance, failure of the District to comply
with the Continuing Disclosure Agreement shall not be considered a default or an Event of Default under
the Bond Ordinance. It is expressly provided, however, that any Beneficial Owner of the Series 2020B
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.
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ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF SERIES 2020B BONDS
Section 6.1. Sale of Series 2020B Bonds; Authorization and Execution of Documents.
a) The Notice of Bond Sale is hereby approved in substantially the form attached hereto as
Exhibit C. The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is hereby
authorized to execute the Notice of Bond Sale, with such changes and additions thereto as such official
shall deem necessary or appropriate, and to use such document in connection with the public sale of the
Series 2020B Bonds. The Chairman of the Governing Body, the Chief Officer, the Chief Financial Officer
and other officers and representatives of the District are hereby authorized and directed to take such other
action as may be necessary to carry out the public sale of the Series 2020B Bonds.
b) The Chief Officer or the Chief Financial Officer is hereby authorized and directed to
receive bids for the purchase of the Series 2020B Bonds upon the terms and conditions set forth in the
Notice of Bond Sale. The Board of Trustees hereby authorizes the Chief Officer or Chief Financial Officer,
after consultation with the financial advisor to the District, to cancel or change to another date, the planned
date for receiving bids for the purchase of the Series 2020B Bonds if market conditions are expected to
adversely impact the receipt of favorable bids for the purchase of the Series 2020B Bonds on the originally
scheduled date.
c) The District agrees to sell the Series 2020B Bonds to the Underwriter at the purchase price
set forth in the Certificate of Final Terms, upon the terms and conditions set forth therein and with such
changes therein as shall be approved by the Chief Officer or the Chief Financial Officer.
d) The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is
hereby authorized to, without any further authorization or direction from the Board of Trustees, (1) approve
the purchase price for the Series 2020B Bonds, the principal amounts by maturity, the interest rates, any
optional or mandatory redemption provisions and the other final terms of the Series 2020B Bonds, subject to
the limitations set forth in Exhibit F attached hereto, (2) execute a Certificate of Final Terms in substantially
the form attached to this Ordinance as Exhibit G and (3) award the sale of the Series 2020B Bonds by
executing the winning bid or reject all bids, for and on behalf of and as the act and deed of the District,
which approval will be conclusively evidenced by the execution of the Certificate of Final Terms, provided
that the final terms of the Series 2020B Bonds set forth therein shall meet all of the requirements of this
Ordinance and the Notice of Bond Sale. Upon execution, the Certificate of Final Terms will be attached to
this Ordinance as Exhibit G. The Chairman of the Governing Body, the Chief Officer and the Chief
Financial Officer are further authorized and directed to execute any other documents, certificates and
instruments that are necessary or desirable to carry out the intent of this Ordinance. The Attesting Officer is
authorized and directed to attest the execution of any documents, certificates and instruments that are
necessary or desirable to carry out the intent of this Ordinance.
Section 6.2. Application of Series 2020B Bond Proceeds. Upon the written request of the
District, the Bond Registrar shall authenticate and hold the Series 2020B Bonds as “FAST Agent” for the
benefit of the Beneficial Owners and shall receive a receipt for the Series 2020B Bonds. The proceeds
received from the sale of the Series 2020B Bonds, including any premium and accrued interest, will be
deposited simultaneously with the delivery of the Series 2020B Bonds as set forth in the Certificate of Final
Terms.
Section 6.3. Appropriation of Series 2020B Bond Proceeds to Pay Costs of Issuance. The
District hereby appropriates the amount set forth in the Certificate of Final Terms, which amount will not
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exceed the amount set forth in Exhibit F, from moneys on deposit in the Series 2020B Costs of Issuance
Account, to pay costs of issuing the Series 2020B Bonds.
Section 6.4. Moneys in the Series 2020B Costs of Issuance Account. At such time as the
Depository is furnished with a certificate from the Chief Financial Officer stating that all Costs of Issuance
have been paid, and in any case not later than 6 months after the date of issuance of the Series 2020B Bonds,
the Depository shall transfer any proceeds of the Series 2020B Bonds in the Series 2020B Costs of Issuance
Account to the Series 2020B Project Account of the Project Fund.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Preliminary and Final Official Statement.
a) The Preliminary Official Statement, in the form attached hereto as Exhibit E, is hereby
ratified and approved, and the final Official Statement is hereby authorized and approved by supplementing,
amending and completing the Preliminary Official Statement, with such changes and additions thereto as
are necessary to conform to and describe the transaction. The Chairman of the Governing Body, the Chief
Officer and the Chief Financial Officer are hereby authorized to execute the final Official Statement as so
supplemented, amended and completed, and the use and public distribution of the final Official Statement
by the Underwriter in connection with the reoffering of the Series 2020B Bonds is hereby authorized. The
proper officials of the District are hereby authorized to execute and deliver a certificate pertaining to such
Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Series
2020B Bonds.
b) For the purpose of enabling the Underwriter to comply with the requirements of
Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the District hereby deems the information
regarding the District contained in the Preliminary Official Statement to be “final” as of its date, except for
the omission of such information as is permitted by Rule 15c2-12(b)(1), and the appropriate officers of the
District are hereby authorized, if requested, to provide the Underwriter a letter or certification to such effect
and to take such other actions or execute such other documents as such officers in their reasonable judgment
deem necessary to enable the Underwriter to comply with the requirement of such Rule.
c) The District agrees to provide to the Underwriter within seven business days of the date of
sale of the Series 2020B Bonds sufficient copies of the final Official Statement to enable the Underwriter
to comply with the requirements of Rule 15c2-12(b)(4) of the Securities and Exchange Commission and
with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board.
Section 7.2. General Authorization for Series 2020B Bonds. From and after the date of
adoption of this Ordinance, the officials, employees and agents of the District are hereby authorized to do
all such acts and things and to execute and deliver any and all other documents, agreements, certificates
and instruments as may be necessary or desirable in connection with the execution, delivery and sale of the
Series 2020B Bonds, the investment of the proceeds of the Series 2020B Bonds and the transactions
contemplated on the part of the District by the Bond Ordinance, including, but not limited to, the certificate
relating to the Rebate Fund referred to in Section 6.11 of the Master Bond Ordinance. The Chief Officer
and Attesting Officer are hereby authorized and directed to prepare and furnish to the Underwriter, when
the Series 2020B Bonds are issued, certified copies of all proceedings and records of the District relating
to the Series 2020B Bonds or to this Ordinance, and such other affidavits and certificates as may be required
to show the facts relating to the legality and marketability of the Series 2020B Bonds as such facts appear
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from the books and records in such officers’ custody and control or as otherwise known to them. All such
certified copies, certificates and affidavits, including any heretofore furnished, shall constitute
representations of the District as to the truth of all statements contained therein.
Section 7.3. Severability. In case any one or more of the provisions of this Ordinance or of
the Series 2020B Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity
shall not affect any other provision of this Ordinance or of the Series 2020B Bonds, but this Ordinance and
the Series 2020B Bonds shall be construed and enforced as if such illegal or invalid provision had not been
contained therein. In case any covenant, stipulation, obligation or agreement contained in the Series 2020B
Bonds or in this Ordinance shall for any reason be held to be unenforceable or in violation of law, then such
covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation
or agreement of the District to the full extent that the power to incur such obligation or to make such
covenant, stipulation or agreement shall have been conferred on the District by law.
Section 7.4. Applicable Provisions of Law. This Ordinance shall be governed by and
construed and enforced in accordance with the laws of the State and the Charter without giving effect to
conflicts of laws provisions.
Section 7.5. Effective Date. Pursuant to the Charter, this Ordinance constitutes an
appropriation ordinance and shall take effect immediately and be in full force after its passage by the
Governing Body.
Schedule I
SCHEDULE I
OUTSTANDING SENIOR BONDS
Name of Issue
Outstanding Principal
Amount as of
10/1/2020
1. Taxable Wastewater System Revenue Bonds (Build America Bonds –
Direct Pay), Series 2010B, issued pursuant to Ordinance No. 13025
passed on January 14, 2010, dated January 28, 2010 (the “Series 2010B
Bonds”)
85,000,000
2. Wastewater System Revenue Bonds, Series 2011B, issued pursuant to
Ordinance No. 13344 passed on December 8, 2011, dated December 22,
2011 (the “Series 2011B Bonds”)
13,725,000
3. Wastewater System Revenue Bonds, Series 2012A, issued pursuant to
Ordinance No. 13465 passed on August 9, 2012, dated August 23, 2012
the “Series 2012A Bonds”)
45,620,000
4. Wastewater System Refunding Revenue Bonds, Series 2012B, issued
pursuant to Ordinance No. 13521 passed on October 24, 2012, dated
November 14, 2012 (the “Series 2012B Bonds”)
41,525,000
5. Wastewater System Revenue Bonds, Series 2013B, issued pursuant to
Ordinance No. 13763 passed on December 6, 2013, dated December
18, 2013 (the “Series 2013B Bonds”)
42,380,000
6. Wastewater System Improvement and Refunding Revenue Bonds,
Series 2015B, issued pursuant to Ordinance No. 14312 passed on
December 1, 2015, dated December 15, 2015 (the “Series 2015B
Bonds”)
168,950,000
7. Wastewater System Revenue Bonds, Series 2016C, issued pursuant to
Ordinance No. 14567 passed on December 8, 2016, dated December
20, 2016 (the “Series 2016C Bonds”)
141,695,000
8. Wastewater System Improvement and Refunding Revenue Bonds,
Series 2017A, issued pursuant to Ordinance No. 14835 passed on
December 5, 2017, dated December 14, 2017 (the “Series 2017A
Bonds”)
309,240,000
9. Wastewater System Revenue Bond (WIFIA - Deer Creek Sanitary
Tunnel Pump Station and Sanitary Relief Project), Series 2018A, issued
pursuant to Ordinance No. 15077 passed on December 13, 2018, dated
December 18, 2018 (the “Series 2018A Bond”)
47,722,204*
10. Wastewater System Revenue Bonds, Series 2019B, issued pursuant to
Ordinance No. 15311 passed on November 14, 2019, dated December
4, 2019 (the “Series 2019B Bonds”)
52,130,000
11. Taxable Wastewater System Refunding Revenue Bonds, Series 2019C,
issued pursuant to Ordinance No. 15312 passed on November 14, 2019,
dated December 4, 2019 (the “Series 2019C Bonds”)
276,260,000
TOTAL $1,224,247,204
The Series 2018A Bond was issued in a principal amount not to exceed $47,722,204 of which $261,479.86 has been
drawn on as of October 1, 2020.
Schedule II - 1
SCHEDULE II
OUTSTANDING SUBORDINATE BONDS
Name of Issue
Outstanding Principal
Amount as of
10/1/2020
1. Subordinate Wastewater System Revenue Bonds (State Revolving Fund
Program), Series 2004B, issued pursuant to Ordinance No. 11736 passed
on May 13, 2004, dated May 28, 2004
2. Subordinate Wastewater System Revenue Bonds (State Revolving Fund
Program), Series 2005A, issued pursuant to Ordinance No. 11986 passed
on May 5, 2005, dated May 19, 2005
3. Subordinate Wastewater System Revenue Bonds (State Revolving Fund
Program), Series 2006A, issued pursuant to Ordinance No. 12179 passed
on March 9, 2006, dated April 27, 2006
4. Subordinate Wastewater System Revenue Bonds (State Revolving Fund
Program), Series 2006B, issued pursuant to Ordinance No. 12332 passed
on October 12, 2006, dated November 16, 2006
5. Subordinate Wastewater System Revenue Bonds (State Revolving Fund
Program), Series 2008B, issued pursuant to Ordinance No. 12755 passed
on October 7, 2008, dated October 30, 2008
6. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2009A, issued pursuant to Ordinance No.
12937 passed on August 13, 2009, dated October 21, 2009
7. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program – ARRA), Series 2010A, issued pursuant to
Ordinance No. 13024 passed on January 14, 2010, dated
January 26, 2010
8. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2010C, issued pursuant to Ordinance No.
13183 passed on December 9, 2010, dated December 21, 2010
9. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2011A, issued pursuant to Ordinance No.
13327 passed on November 21, 2011, dated November 30, 2011
10. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2013A, issued pursuant to Ordinance No.
13731 passed on October 10, 2013, dated October 31, 2013
11. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2015A, issued pursuant to Ordinance No.
14225 passed on August 13, 2015, dated August 20, 2015
12. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2016A, issued pursuant to Ordinance No.
14571 passed on December 8, 2016, dated December 22, 2016
13. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2016B, issued pursuant to Ordinance No.
14572 passed on December 8, 2016, dated December 22, 2016
Schedule II - 2
14. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2018B, issued pursuant to Ordinance No.
15098 passed on December 13, 2018, dated December 28, 2018
15. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2019A, issued pursuant to Ordinance No.
15265 passed on September 12, 2019, dated September 24, 2019
16. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2020A, issued pursuant to Ordinance No.
15945 passed on September 10, 2020, dated September 15, 2020
TOTAL
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EXHIBIT A
FORM OF SERIES 2020B BONDS
EXCEPT AS OTHERWISE PROVIDED IN THE BOND ORDINANCE (REFERRED TO HEREIN),
THIS GLOBAL BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO
ANOTHER NOMINEE OF DTC (AS DEFINED HEREIN) OR TO A SUCCESSOR SECURITIES
DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY.
UNITED STATES OF AMERICA
STATE OF MISSOURI
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
WASTEWATER SYSTEM REVENUE BOND
SERIES 2020B
Registered Registered
No. R-_____ $__________
Maturity Date Interest Rate Dated CUSIP
May 1, 20___ ______% December ___, 2020 592481 ____
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THE METROPOLITAN ST. LOUIS SEWER DISTRICT (the “District”), a body corporate, a
municipal corporation and a political subdivision duly created and existing under the laws of the State of
Missouri, for value received, hereby promises to pay (but only out of the sources provided) to the registered
owner identified above, or registered assigns, on the Maturity Date stated above unless this Bond shall have
been called for redemption prior to maturity and payment of the redemption price shall have been duly
made or provided for, the principal amount identified above and to pay (but only out of the sources
provided) interest on the balance of such principal amount from time to time remaining unpaid from and
including the date hereof or from and including the most recent Interest Payment Date (as hereinafter
defined) with respect to which interest has been paid or duly provided for, until payment of such principal
amount has been made, at the Interest Rate per annum shown above (computed on the basis of a 360-day
year consisting of twelve 30-day months) on May 1 and November 1 of each year (each an “Interest
Payment Date”) commencing May 1, 2021, until the payment of the principal amount of this Bond is paid
in full.
Principal of and redemption premium, if any, on this Bond are payable when due in lawful money
of the United States of America upon presentation and surrender of this Bond at the payment office of UMB
Bank, N.A., in St. Louis, Missouri, as registrar and paying agent (the “Bond Registrar” or the “Paying
Agent”). Payment of interest on this Bond shall be made to the registered owner and shall be paid in lawful
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money of the United States of America by check or draft mailed on the applicable Interest Payment Date
to such registered owner as of the close of business on the 15th day of the calendar month (the “Record
Date”) immediately preceding such Interest Payment Date at its address as it appears on the registration
books (the “Bond Register”) of the District maintained by the Bond Registrar, or at such other address as
is furnished in writing by such registered owner to the Bond Registrar.
Notwithstanding the foregoing, interest on this Bond shall be payable to any registered owner of
more than $500,000 in aggregate Principal of the Bonds of the same series as this Bond (including this
Bond) by deposit of immediately available funds to the account of such registered owner maintained with
the Paying Agent or transmitted by electronic transfer to such registered owner at an account maintained at
a commercial bank located within the United States of America, if the Paying Agent receives from such
registered owner written deposit or electronic transfer instructions not less than 15 days prior to the Record
Date preceding the Interest Payment Date for which the deposit or electronic transfer is requested.
This Bond is one of a duly authorized series of bonds designated “The Metropolitan St. Louis Sewer
District Wastewater System Revenue Bonds, Series 2020B” (the “Series 2020B 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 2020B Bonds have been authorized by a Master Bond Ordinance duly adopted by the District on
April 22, 2004 and a supplemental Ordinance adopted by the District on November 12, 2020 (collectively,
the “Bond Ordinance”) for the purpose of (a) financing the costs of designing, constructing, improving,
renovating, repairing, replacing and equipping new and existing District sewer facilities and system and
b) paying the costs of issuance of the Series 2020B Bonds. The Series 2020B 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 2020B Bonds or portions thereof maturing on May 1, 20___ and
thereafter may be called for redemption and payment prior to their Stated Maturity on May 1, 20___ and
thereafter, in whole or in part on any date in such order of maturity as shall be determined by the District at
the redemption price of 100% of the principal amount thereof plus accrued interest thereon to the
redemption date.
The Series 2020B Bonds maturing on May 1, 20___ are subject to mandatory redemption and
payment prior to maturity pursuant to the mandatory redemption requirements of the Bond Ordinance on
May 1 of each year specified below, at a redemption price equal to 100% of the principal amount thereof
plus accrued interest to the redemption date:
Year Principal Amount
20___ $
20___+
Final Maturity
Notice of redemption, unless waived, is to be given by first class mail at least 30 days and not more
than 60 days prior to the date fixed for redemption to the registered owner of each Series 2020B 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 2020B Bonds called for redemption and
for the retirement of which funds are duly provided shall, on the redemption date designated in such notice,
become and be due and payable at the redemption price provided for redemption of such Series 2020B
Bonds on such date, and interest on the Series 2020B Bonds or portions of Series 2020B Bonds so called
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for redemption shall cease to accrue, such Series 2020B Bonds or portions of Series 2020B Bonds shall
cease to be entitled to any lien, benefit, or security under the Bond Ordinance, and the owners of such Series
2020B Bonds or portions of Series 2020B 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 2020B Bonds.
The District has established a book-entry system of registration for the Series 2020B 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 2020B Bonds
are in the book-entry system of registration, the Bond Ordinance provides special provisions relating to the
Series 2020B 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 2020B
Bonds are issuable as fully registered Bonds in the denomination of $5,000 or any integral multiple thereof.
The Bond Registrar is not required to transfer or exchange any Series 2020B Bond after notice calling such
Series 2020B 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 2020B 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 2020B 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 2020B BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF THE
DISTRICT NOR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT. THE SERIES 2020B
BONDS SHALL NOT BE PAYABLE FROM OR A CHARGE UPON ANY FUNDS OTHER THAN
THE REVENUES AND AMOUNTS PLEDGED TO THE PAYMENT THEREOF, NOR SHALL THE
DISTRICT BE SUBJECT TO ANY PECUNIARY LIABILITY THEREON. NO OWNER OR OWNERS
OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING
POWER OF THE DISTRICT TO PAY THIS BOND OR THE INTEREST HEREON, NOR TO
ENFORCE PAYMENT OF THIS BOND AGAINST ANY PROPERTY OF THE DISTRICT; NOR
SHALL THIS BOND CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR
A-4
EQUITABLE, UPON ANY PROPERTY OF THE DISTRICT, EXCEPT FOR THE PLEDGED
REVENUES AND ANY OTHER FUNDS PLEDGED TO SECURE THE SERIES 2020B BONDS.
The District has covenanted and hereby covenants and agrees at all times while any Series 2020B
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 2020B 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 2020B 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.]
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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
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BOND REGISTRAR’S CERTIFICATE OF AUTHENTICATION
This Bond is one of the bonds of the series described in the within mentioned Bond Ordinance.
UMB BANK, N.A., as Bond Registrar
By:
Authorized Signatory
Date of Registration
and Authentication:
The following abbreviations, when used in the inscription on this Bond or in the assignment below,
shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
and not as community property
UNIF TRANS
MIN ACT - _______________ Custodian _______________
Custodian) (Minor)
under Uniform Transfers to Minors Act _______________
State)
Additional abbreviations may be used although not in the above list.
A-7
ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Print or Typewrite Name, Address and Social Security Number
or Taxpayer Identification Number of Assignee)
the within Bond of The Metropolitan St. Louis Sewer District and does hereby irrevocably constitute and
appoint _______________________________ attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated: __________________
Notice: The signature on this assignment must
correspond with the name as it appears on the face
of the within Bond in every particular without
alteration or enlargement or any change
whatsoever.
Medallion Signature Guarantee:
A-8
LEGAL OPINION
The following is a true and correct copy of the approving legal opinion of Gilmore & Bell, P.C.
and White Coleman & Associates, LLC, Co-Bond Counsel, which was dated and issued as of the date of
original issuance and delivery of the Series 2020B Bonds:
GILMORE & BELL, P.C.
One Metropolitan Square, Suite 2000
211 North Broadway
St. Louis, Missouri 63102
WHITE COLEMAN & ASSOCIATES, LLC
500 North Broadway, Suite 1300
St. Louis, Missouri 63102
LEGAL OPINION OF CO-BOND COUNSEL)
B-1
EXHIBIT B
CONTINUING DISCLOSURE AGREEMENT
On file in the Office of the Secretary-Treasurer.]
C-1
EXHIBIT C
NOTICE OF BOND SALE
On file in the Office of the Secretary-Treasurer.]
D-1
EXHIBIT D
FORM OF REQUISITION--PROJECT FUND
Request No: _____
Date: _______________
REQUISITION
PROJECT FUND)
To: U.S. Bank, N.A., as Depository
St. Louis, Missouri
Re: The Metropolitan St. Louis Sewer District, Wastewater System Revenue Bonds,
Series 2020B
Ladies and Gentlemen:
You are hereby authorized and directed as Depository under Ordinance No. _____ adopted by the
Board of Trustees of The Metropolitan St. Louis Sewer District (the “District”) on November 12, 2020
the “Ordinance”) to pay the following items from moneys in the Project Fund pursuant to Article IV of the
Ordinance:
Check Applicable Account:
Series 2020B Costs of Issuance Account
Series 2020B Project Account
Payee Amount Description
The undersigned hereby certifies in connection with this Requisition:
1) Each item listed above is a Cost of the Project (as defined in the Bond Ordinance);
2) Each item listed above is an obligation that has been incurred by the District, is a
proper charge against the Project Fund, has not been paid or has been paid and the District seeks
reimbursement, and the bill or statement of account for such obligation, or a copy thereof, is on file
in the office of the District;
3) The undersigned has no notice of any vendor’s, mechanic’s, or other liens or rights
to liens, chattel mortgages, or conditional sales contracts which should be satisfied or discharged
before such payment is made; and
D-2
4) This Requisition contains no item representing payment on account of any retained
percentages which the District is, at the date hereof, entitled to retain.
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
By:
Printed Name:
Title:
E-1
EXHIBIT E
PRELIMINARY OFFICIAL STATEMENT
On file in the Office of the Secretary-Treasurer.]
F-1
EXHIBIT F
TERMS OF SERIES 2020B BONDS
1. Original Principal Amount of the Series 2020B Bonds: Not to exceed $__________.
2. Purchase Price: No less than [*100%*] of the Original Principal Amount or greater than [*____%*]
of the Original Principal Amount.
3. True Interest Cost: Not to exceed _____%. “True Interest Cost” means the interest rate necessary
to discount the debt service payments from the payment dates to the delivery date of the
Series 2020B Bonds to an amount equal to the purchase price paid to the District. True Interest
Cost is expressed as an annual percentage rate, and present value is computed on a semiannual
basis using a 30/360 day-count convention.
4. Costs of Issuance: Not to exceed _____% of the Original Principal Amount, excluding
underwriters’ discount.
5. Underwriters’ Discount: Not to exceed _____% of the Original Principal Amount.
6. Final Maturity: The Series 2020B Bonds shall not mature later than May 1, 20___.
7. Optional Redemption: The Series 2020B Bonds shall be subject to optional redemption not later
than May 1, 20___ at a redemption price equal to 100% of the principal amount thereof plus accrued
interest to the redemption date.
G-1
EXHIBIT G
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
Wastewater System Revenue Bonds, Series 2020B (the “Series 2020B Bonds”), certifies pursuant to
Section 6.1 of Ordinance No. _____ of the District (the “Ordinance”), as follows:
1. Original Principal Amount. The Series 2020B Bonds are issued in the Original Principal
Amount of $__________.
2. Maturity Schedule. The Series 2020B Bonds will mature on the dates and in the amounts
and bear interest at the rates as follows:
SERIAL BONDS
Stated Maturity
May 1
Principal
Amount
Annual Rate
of Interest
20___ $ %
20___
20___
20___
20___
20___
20___
20___
20___
20___
20___
20___
20___
20___
20___
20___
20___
TERM BONDS
Stated Maturity
May 1
Principal
Amount
Annual Rate
of Interest
20___ $ %
20___
3. Final Maturity of the Bonds. The final maturity of the Series 2020B Bonds is May 1,
20___.
G-2
4. True Interest Cost: The True Interest Cost of the Series 2020B Bonds, determined in
accordance with Exhibit F to the Ordinance, is __________%, as shown on Schedule 1 to
this Certificate.
5. Purchase Price. The purchase price of the Series 2020B Bonds is $__________, which is
of the Original Principal Amount. The purchase price of the Series 2020B Bonds
is calculated as follows:
Original Principal Amount $
Plus: Net Original Issue Premium
Less: Underwriter’s Discount ( )
Total Purchase Price $
6. Optional Redemption. At the District’s option, the Series 2020B Bonds or portions thereof
maturing on May 1, 20___ and thereafter may be called for redemption and payment prior
to their Stated Maturity on May 1, 20___ and thereafter, in whole or in part on any date, in
such order of maturity as shall be determined by the District at a redemption price equal to
of the principal amount thereof plus accrued interest thereon to the redemption date.
7. Mandatory Sinking Fund Redemption. [**There are no Term Bonds subject to mandatory
redemption prior to maturity.**][** The Series 2020B Bonds maturing in the years 20___
and 20___ are Term Bonds and are subject to mandatory redemption prior to maturity on
May 1 of the years, in the amounts, provided below. As and for a sinking fund for the
retirement prior to maturity of the Series 2020B 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 2020B Bonds on May 1 of each year specified
below (each such date being referred to as a “mandatory redemption date”):
Series 2020B Bonds Maturing May 1, 20___
Year Principal Amount
20___
20___
20___+
Final Maturity
Series 2020B Bonds Maturing May 1, 20___
Year Principal Amount
20___
20___
20___+
Final Maturity**]
G-3
8. Application of Series 2020B Bond Proceeds. The District shall apply the proceeds from
the sale of the Series 2020B Bonds as follows:
a) $__________ shall be deposited into the Series 2020B Costs of Issuance
Account and shall be disbursed to pay the Costs of Issuance of the Series 2020B Bonds.
b) All remaining proceeds ($__________) shall be deposited into the
Series 2020B Project Account.
9. Appropriation of Series 2020B Bond Proceeds to Pay Costs of Issuance. The District
hereby appropriates the amount of $__________ from moneys on deposit in the
Series 2020B Costs of Issuance Account to pay costs of issuing the Series 2020B Bonds.
10. Underwriter. The original purchaser of the Series 2020B Bonds is __________.
The terms set forth in this Certificate of Final Terms are within the limitations of Exhibit F to the
Ordinance.
Delivered this 3rd day of December, 2020.
THE METROPOLITAN ST. LOUIS SEWER
DISTRICT
By:
Title:
The foregoing Ordinance was adopted on November 12, 2020.
G-4
SCHEDULE 1
TO CERTIFICATE OF FINAL TERMS
TRUE INTEREST COST