HomeMy Public PortalAboutExhibit MSD 47 - Supplemental Bond Ordinance 15906ORDINANCE NO. 15906
OF
THE METROPOLITAN ST. LOUIS SEWER DISTRICT
Relating to:
WASTEWATER SYSTEM IMPROVEMENT AND REFUNDING REVENUE BONDS
SERIES 2022B
ADOPTED: MAY 12, 2022
MSD Exhibit 47
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 2022B BONDS
Section 2.1. Authorization of Series 2022B Bonds; Details ................................................................... 5
ARTICLE III
REDEMPTION OF SERIES 2022B BONDS
Section 3.1. Redemption of Series 2022B Bonds ................................................................................... 5
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.1. Establishment of Funds and Accounts ................................................................................ 6
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 .......................................................... 7
Section 5.4. Redemption of Refunded Bonds ......................................................................................... 7
ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF SERIES 2022B BONDS
Section 6.1. Sale of Series 2022B Bonds; Authorization and Execution of Documents ........................ 7
Section 6.2. Application of Series 2022B Bond Proceeds and Other Funds .......................................... 8
Section 6.3. Appropriation of Series 2022B Bond Proceeds to Pay Costs of Issuance .......................... 8
(ii)
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Preliminary and Final Official Statement ........................................................................... 8
Section 7.2. General Authorization for Series 2022B 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 2022B Bonds
Exhibit B - Continuing Disclosure Agreement
Exhibit C - Purchase Contract
Exhibit D - Form of Requisition--Project Fund
Exhibit E - Preliminary Official Statement
Exhibit F - Terms of Series 2022B Bonds
Exhibit G - Certificate of Final Terms
O R DI N A N C E NO. 15906
AN ORDINANCE AUTHORIZING AND DIRECTING THE ISSUANCE, SALE
AND DELIVERY OF WASTEWATER SYSTEM IMPROVEMENT AND
REFUNDING REVENUE BONDS, SERIES 2022B, 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 equiping 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. $546,873,204 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 May 5, 2022, the District had $1,218,616,480 principal amount of Outstanding
Senior Bonds (further described on Schedule I attached hereto) and $415,514,581 principal amount of
Outstanding Subordinate 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 2022B Project”), to be
financed with a portion of the bonds authorized at the April 5, 2016 election.
11. 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.
12. 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.
13. 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 (a) refund (i) some or all of the outstanding
Wastewater System Revenue Bonds, Series 2012A Bonds maturing in the years 2030 through 2036,
inclusive, outstanding in the aggregate principal amount of $3,675,000 (the “Series 2012A Refunded
Bonds”), and (ii) some or all of the outstanding Wastewater System Refunding Revenue Bonds, Series
2012B Bonds maturing in the years 2023 through 2031, inclusive, outstanding in the aggregate principal
amount of $10,250,000 (the “Series 2012B Refunded Bonds” and together with the Series 2012A Bonds,
the “Refunded Bonds”) pursuant to the provisions of the Master Bond Ordinance, the Series 2012A
Ordinance and the Series 2012B Ordinance (defined herein), and (b) 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 2022B Bonds”).
14. The Series 2022B 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 2022B Bonds except as otherwise provided in this
Ordinance.
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15. The District, upon the issuance of the Series 2022B 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.
16. The District, after consultation with its financial advisors, has determined it is necessary
and advisable under current market conditions to sell some or all of the maturities of the Series 2022B
Bonds with original issue premium (the “Premium Bonds”) at a price greater than 100% of the par amount
of the Series 2022B Bonds.
17. The District acknowledges that generally the interest rates on the Premium Bonds will
result in debt service payments that are higher than if the Premium Bonds had been sold at interest rates
equal to the yield on each maturity of the Premium Bonds; however, the District issues bonds, in
consultation with the District’s financial advisor, in an amount sufficient to generate only the amount of
proceeds necessary to fund the Project and/or refunding of bonds and costs of issuance in the most cost-
efficient and advantageous manner to the District.
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 2022B 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 2022B 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 2022B Bonds.
“Continuing Disclosure Agreement” means, with respect to the Series 2022B Bonds, the
Disclosure Dissemination Agent Agreement dated as of June 1, 2022 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.
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“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.
“Original Principal Amount” means the principal amount of Series 2022B 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 hereby designated as Paying Agent for the Series 2022B
Bonds.
“Purchase Contract” means, with respect to the Series 2022B Bonds, the Purchase Contract
between the District and the Underwriter of the Series 2022B Bonds, in substantially the form attached
hereto as Exhibit C and, with respect to any additional Bonds, the Purchase Contract between the District
and the Underwriter relating to such series of Bonds.
“Refunded Bonds” means, the Series 2012A Refunded Bonds and the Series 2012B Refunded
Bonds, as each term is defined in the recitals to this Ordinance, and as designated in the Certificate of Final
Terms.
“Senior Bonds” means the Outstanding Series 2010B 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, the Series 2021C Bonds and the Series 2022A
Bonds (all as further described on Schedule I attached hereto) and the Series 2022B Bonds being issued
pursuant to this Ordinance, 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 Outstanding Series 2010B 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, the Series
2021C Bonds, the Series 2022A Bonds and the Series 2022B 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 2012A Ordinance” means Ordinance No. 13465 passed on August 9, 2012 authorizing
the issuance of the Series 2012A Bonds.
“Series 2012B Ordinance” means Ordinance No. 13521 passed on October 24, 2012 authorizing
the issuance of the Series 2012B Bonds.
“Series 2022B Bonds” means the District’s Wastewater System Improvement and Refunding
Revenue Bonds, Series 2022B, issued in the Original Principal Amount, authorized under Section 2.1
hereof.
“Series 2022B Official Statement” means the final Official Statement with respect to the
Series 2022B Bonds.
“Series 2022B Project” means the project as particularly described in plans and specifications on
file from time to time with the District.
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“Series 2022B Project Account” means the account by that name within the Project Fund
established in Article IV hereof.
“Series 2022B Rebate Account” means the account by that name within the Rebate Fund
established in Article IV hereof.
“Underwriter” means BofA Securities, Inc., as representative of the original purchasers of the
Series 2022B Bonds.
ARTICLE II
AUTHORIZATION OF THE SERIES 2022B BONDS
Section 2.1. Authorization of Series 2022B 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 Improvement and Refunding Revenue Bonds, Series 2022B,” in the
Original Principal Amount, which series of Bonds shall be executed, issued, and delivered under, and
secured by, the Master Bond Ordinance and this Ordinance, for the purpose of providing funds to (a) refund
the Refunded Bonds, (b) pay a portion of the costs of the Series 2022B Project and (c) pay the Costs of
Issuance of the Series 2022B Bonds.
The Series 2022B Bonds shall constitute a series of Senior Uncovered Bonds and thus will not be
secured by the Debt Service Reserve Account.
The Series 2022B Bonds shall be dated the date of their initial issuance. The Series 2022B Bonds
shall be numbered in a convenient manner established by the Bond Registrar and shown by the Bond
Register.
The Series 2022B 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 2022B 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
November 1, 2022 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
called for redemption prior to maturity.
ARTICLE III
REDEMPTION OF SERIES 2022B BONDS
Section 3.1. Redemption of Series 2022B Bonds.
(a) Optional Redemption of Series 2022B Bonds. At the District’s option, certain Series 2022B
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 2022B Bonds for redemption and payment and shall give notice of such redemption as provided in
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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 2022B 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 2022B 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 2022B
Rebate Account.
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 2022B
Project 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 2022B 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 2022B 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.
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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 the Series 2022B 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 2022B
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 Redemption of Refunded Bonds. The Refunded Bonds are hereby called for
redemption and payment prior to maturity on the date of issuance of the Series 2022B Bonds, or as soon as
possible thereafter. The Refunded Bonds shall be redeemed at the principal payment office of UMB Bank,
N.A., the successor Paying Agent for the Refunded Bonds, by the payment on the redemption date thereof
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
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 Refunded 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 Refunded Bonds as herein
provided.
ARTICLE VI
SALE AND APPLICATION OF PROCEEDS OF SERIES 2022B BONDS
Section 6.1. Sale of Series 2022B Bonds; Authorization and Execution of Documents. The
District shall sell the Series 2022B Bonds to the Underwriter under the terms of the Purchase Contract in
substantially the form attached hereto as Exhibit C on the date of payment and delivery of the Series 2022B
Bonds. Delivery of the Series 2022B Bonds shall be made to the Underwriter as soon as practicable after
the effective date of this Ordinance, upon payment therefor in accordance with the terms of the Purchase
Contract. The Chairman of the Governing Body, the Chief Officer or the Chief Financial Officer is
authorized to execute the Purchase Contract, with such changes therein as such official deems appropriate,
for and on behalf of the District, such officer’s signature thereon being conclusive evidence of such
official’s and the District’s approval thereof. The Chairman of the Governing Body, the Chief Officer or
the Chief Financial Officer is further authorized and directed to approve the purchase price for the Series
2022B Bonds, the principal amounts by maturity, the interest rates and the other final terms of the Series
2022B Bonds, including applicable redemption provisions, subject to the limitations set forth in Exhibit F,
and in that connection, to execute and deliver the Certificate of Final Terms for and on behalf of and as the
act and deed of the District, which approval will be conclusively evidenced by such officer’s execution of
the Certificate of Final Terms. Upon execution, the Certificate of Final Terms will be attached to this
Ordinance as Exhibit G. The Chairman of the Governing Body, the Chief Officer and the Chief Financial
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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 2022B Bond Proceeds and Other Funds. Upon the
written request of the District, the Bond Registrar shall authenticate and hold the Series 2022B Bonds as
“FAST Agent” for the benefit of the Beneficial Owners and shall receive a receipt for the Series 2022B
Bonds. The proceeds received from the sale of the Series 2022B Bonds, including any premium and
accrued interest, along with any other legally available funds of the District, will be deposited
simultaneously with the delivery of the Series 2022B Bonds as set forth in the Certificate of Final Terms.
Section 6.3. Appropriation of Series 2022B Bond Proceeds to Pay Costs of Issuance. The
District hereby appropriates the amount set forth in the Certificate of Final Terms, which amount will not
exceed the amount set forth in Exhibit F, from moneys on deposit in the Series 2022B Project Account, to
pay costs of issuing the Series 2022B Bonds.
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 2022B 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 2022B 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 2022B 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 2022B 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
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and instruments as may be necessary or desirable in connection with the execution, delivery and sale of the
Series 2022B Bonds, the investment of the proceeds of the Series 2022B 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 2022B Bonds are issued, certified copies of all proceedings and records of the District relating
to the Series 2022B 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 2022B Bonds as such facts appear
from the books and records in such officers’ custody and control or as otherwise known to them. All such
certified copies, certificates and affidavits, including any heretofore furnished, shall constitute
representations of the District as to the truth of all statements contained therein.
Section 7.3. Severability. In case any one or more of the provisions of this Ordinance or of
the Series 2022B 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 2022B Bonds, but this Ordinance and
the Series 2022B 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 2022B
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-1
SCHEDULE I
OUTSTANDING SENIOR BONDS
Name of Issue
Outstanding Principal
Amount as of
May 5, 2022
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 2012A, issued pursuant to
Ordinance No. 13465 passed on August 9, 2012, dated August 23, 2012
(the “Series 2012A Bonds”)
3,675,000
3. 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”)
10,250,000
4. 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”)
35,470,000
5. 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”)
162,960,000
6. 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”)
135,670,000
7. 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”)
300,090,000
8. 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”)
261,480(1)
9. 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”)
50,415,000
10. 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”)
273,200,000
11. Wastewater System Revenue Bonds, Series 2020B, issued pursuant to
Ordinance No. 15546 passed on November 12, 2020, dated December
17, 2020 (the “Series 2020B Bonds”)
116,160,000
12. Wastewater System Refunding Revenue Bonds, Series 2021C, issued
pursuant to Ordinance No. 15350 passed on January 9, 2020, dated May
3, 2021 (the “Series 2021C Bonds”)
5,620,000
Schedule I-2
13. Wastewater System Refunding Revenue Bonds, Series 2022A, issued
pursuant to Ordinance No. 15350 passed on January 9, 2020, dated May
3, 2022 (the “Series 2022A Bonds”)
$39,845,000
TOTAL $1,218,616,480
______________________
(1) The Series 2018A Bond was issued in a principal amount not to exceed $47,722,204 of which $261,480 has been
drawn and remains outstanding as of May 5, 2022.
Schedule II-1
SCHEDULE II
OUTSTANDING SUBORDINATE BONDS
Name of Issue
Outstanding Principal
Amount as of
May 5, 2022
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 $37,085,000
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 2,025,000
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 13,545,000
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 5,110,000
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 15,740,000
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 10,688,000
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 4,278,300
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 19,379,000
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 26,727,300
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 36,252,000
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 55,384,000
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 16,102,000
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 62,492,000
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
$24,641,403(1)
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
23,952,000
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
19,003,476(2)
17. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2021A, issued pursuant to Ordinance No.
15601 passed January 14, 2021, dated January 22, 2021
20,853,350(3)
18. Subordinate Wastewater System Revenue Bonds (State of Missouri –
Direct Loan Program), Series 2021B, issued pursuant to Ordinance No.
15602 passed on January 14, 2021, dated January 22, 2021
22,256,752(4)
TOTAL $415,514,581
(1) The Series 2018B Bonds were issued in a principal amount not to exceed $25,267,000 of which $24,641,403 has
been drawn and remains outstanding as of May 5, 2022.
(2) The Series 2020A Bonds were issued in a principal amount not to exceed $22,000,000 of which $19,003,476 has
been drawn and remains outstanding as of May 5, 2022.
(3) The Series 2021A Bonds were issued in a principal amount not to exceed $63,101,000, of which $20,853,350 has
been drawn and remains outstanding as of May 5, 2022.
(4) The Series 2021B Bonds were issued in a principal amount not to exceed $40,201,000, of which $23,130,752 has
been drawn and $22,256,752 remains outstanding as of May 5, 2022.
A-1
EXHIBIT A
FORM OF SERIES 2022B 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 IMPROVEMENT AND REFUNDING REVENUE BOND
SERIES 2022B
Registered Registered
No. R-_____ $__________
Maturity Date Interest Rate Dated CUSIP
May 1, 20___ ______% June ___, 2022 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 November 1, 2022 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
A-2
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 Wastewater System Improvement and Refunding Revenue Bonds, Series 2022B”
(the “Series 2022B 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 2022B 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 May 12, 2022 (collectively, the “Bond Ordinance”) for the purpose of (a) refunding
outstanding revenue obligations of the District, (b) financing the costs of designing, constructing,
improving, renovating, repairing, replacing and equipping new and existing District sewer facilities and
system and (c) paying the costs of issuance of the Series 2022B Bonds. The Series 2022B 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 2022B 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 2022B 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__
20__
20__
20__+
_____________
+Final Maturity
A-3
The Series 2022B 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__
20__
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 2022B 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 2022B 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 2022B
Bonds on such date, and interest on the Series 2022B Bonds or portions of Series 2022B Bonds so called
for redemption shall cease to accrue, such Series 2022B Bonds or portions of Series 2022B Bonds shall
cease to be entitled to any lien, benefit, or security under the Bond Ordinance, and the owners of such
Series 2022B Bonds or portions of Series 2022B 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 2022B Bonds.
The District has established a book-entry system of registration for the Series 2022B 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 2022B Bonds
are in the book-entry system of registration, the Bond Ordinance provides special provisions relating to the
Series 2022B 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 2022B
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 2022B Bond after notice calling such
Series 2022B 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 2022B 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
A-4
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
The Series 2022B 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 2022B 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 2022B
BONDS SHALL NOT BE PAYABLE FROM OR A CHARGE UPON ANY FUNDS OTHER THAN
THE REVENUES AND AMOUNTS PLEDGED TO THE PAYMENT THEREOF, NOR SHALL THE
DISTRICT BE SUBJECT TO ANY PECUNIARY LIABILITY THEREON. NO OWNER OR OWNERS
OF THIS BOND SHALL EVER HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING
POWER OF THE DISTRICT TO PAY THIS BOND OR THE INTEREST HEREON, NOR TO
ENFORCE PAYMENT OF THIS BOND AGAINST ANY PROPERTY OF THE DISTRICT; NOR
SHALL THIS BOND CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR
EQUITABLE, UPON ANY PROPERTY OF THE DISTRICT, EXCEPT FOR THE PLEDGED
REVENUES AND ANY OTHER FUNDS PLEDGED TO SECURE THE SERIES 2022B BONDS.
The District has covenanted and hereby covenants and agrees at all times while any Series 2022B
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 2022B 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 2022B 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
A-5
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.
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
CONTINUING DISCLOSURE AGREEMENT
[On file in the Office of the Secretary-Treasurer.]
C-1
EXHIBIT C
PURCHASE CONTRACT
[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 Improvement and
Refunding Revenue Bonds, Series 2022B
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 May 12, 2022
(the “Ordinance”) to pay the following items from moneys in the Series 2022B Project Account of the Project
Fund pursuant to Article IV of the Ordinance:
Payee Amount Description
The undersigned hereby certifies in connection with this Requisition:
(1) Each item listed above is a Cost of 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
(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.
D-2
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 2022B BONDS
1. Original Principal Amount of the Series 2022B Bonds: Not to exceed $115,000,000.
2. Purchase Price: No less than 98.5% of the Original Principal Amount.
3. True Interest Cost: Not to exceed 5.50%. “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 2022B
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 1.00% of the Original Principal Amount, excluding underwriters’
discount.
5. Final Maturity: The Series 2022B Bonds shall not mature later than May 1, 2052.
6. Optional Redemption: The Series 2022B Bonds shall be subject to optional redemption not later
than May 1, 2032 at a redemption price equal to 100% of the principal amount thereof plus accrued
interest to the redemption date.
7. Net Present Value Savings: Not less than 0.50% of the par amount of the Refunded Bonds,
measured in the aggregate, not on a maturity by maturity basis.
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 Improvement and Refunding Revenue Bonds, Series 2022B (the “Series 2022B
Bonds”), certifies pursuant to Section 6.1 of Ordinance No. _____ of the District (the “Ordinance”), as
follows:
1. Original Principal Amount. The Series 2022B Bonds are issued in the Original Principal
Amount of $__________.
2. Maturity Schedule. The Series 2022B 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 2022B Bonds is May 1,
20___.
G-2
4. True Interest Cost: The True Interest Cost of the Series 2022B 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 2022B Bonds is $__________, which is
_____% of the Original Principal Amount. The purchase price of the Series 2022B 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 2022B 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 2022B 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 2022B 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 2022B Bonds on May 1 of each year specified
below (each such date being referred to as a “mandatory redemption date”):
Series 2022B Bonds Maturing May 1, 20___
Year Principal Amount
20___
20___
20___+
+Final Maturity
Series 2022B Bonds Maturing May 1, 20___
Year Principal Amount
20___
20___
20___+
+Final Maturity**]
G-3
8. Application of Series 2022B Bond Proceeds. The District shall apply the proceeds from
the sale of the Series 2022B Bonds as follows:
(a) $__________, shall be transferred to UMB Bank, N.A., as the successor
paying agent for the Refunded Bonds, in an amount sufficient to pay the principal of and
interest on the Refunded Bonds on __________, 2022.
(b) All remaining proceeds ($__________) shall be deposited into the
Series 2022B Project Account.
9. Application of Other Legally Available Funds. The District shall transfer $__________
from the Debt Service Reserve Account to the Paying Agent to be applied without further
instructions to the redemption of the Refunded Bonds.
10. Appropriation of Series 2022B Bond Proceeds to Pay Costs of Issuance. The District
hereby appropriates the amount of $__________ from moneys on deposit in the
Series 2022B Project Account to pay costs of issuing the Series 2022B Bonds.
11. Refunded Bonds. The Refunded Bonds being refunded by the Series 2022B Bonds consist
of (a) the Series 2012A Bonds maturing in the years 20___ through 20___, inclusive,
outstanding in the aggregate principal amount of $__________ and (b) the Series 2012B
Bonds maturing in the years 20___ through 20___, inclusive, outstanding in the aggregate
principal amount of $__________.
12. 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.
13. 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).
The terms set forth in this Certificate of Final Terms are within the limitations of Exhibit F to the
Ordinance.
Delivered this _____ day of May, 2022.
THE METROPOLITAN ST. LOUIS SEWER
DISTRICT
By:
Title:
G-4
SCHEDULE 1
TO CERTIFICATE OF FINAL TERMS
TRUE INTEREST COST
G-5
SCHEDULE 2
TO CERTIFICATE OF FINAL TERMS
NET PRESENT VALUE SAVINGS
G-6
EXHIBIT A
TO CERTIFICATE OF FINAL TERMS
FINANCIAL ADVISOR’S CERTIFICATION OF SAVINGS