HomeMy Public PortalAbout11667O R D I N A N C E NO. 11667
AN ORDINANCE, authorizing the participation of The Metropolitan
St. Louis Sewer District in the Energy Leveraged Loan Program of the Missouri
Department of Natural Resources and the State Environmental Improvement
and Energy Resources Authority, and the execution of a loan agreement and
promissory note to provide funds to finance the installation or construction of
energy conservation measures; such funds to be repaid from energy cost
savings realized by the District as a result of implementation of such energy
conservation measures
WHEREAS, The Metropolitan St. Louis Sewer District (the "District"),
an authorized Borrower under the Energy Leveraged Loan Program, through the
preparation of engineering plans and reports, has identified certain energy
conservation measures which would benefit the District by reducing future
energy costs to the District and has applied to the Missouri Department of
Natural Resources/Energy Center ("MDNR") for a Loan to implement such energy
conservation measures (the "Project"); and
WHEREAS, at the District's request, MDNR has agreed to lend to the
District certain funds pursuant to Sections 640.651 to 640.686 of the Missouri
Revised Statutes, as amended, ("Energy Act") up to the maximum amount
authorized under the Energy Act based on engineering estimates of savings to be
generated from the Project, provided that the District complies with the various
terms and conditions set forth in the Energy Act and in 10 Code of State
Regulations 140-2.101 et seq., as amended (the "Regulations"); and
WHEREAS, MDNR intends to fund this Loan pursuant to its Energy
Leveraged Loan Program (the "Program") from the proceeds of revenue bonds
issued by the State Environmental Improvement and Energy Resources Authority
(the "Authority") pursuant to a Bond Indenture authorizing the Authority bonds
used to fund the Loan (the "Bond Indenture") among the Authority, MDNR, and
the bond trustee named therein (the "Bond Trustee"); and
WHEREAS, in connection with its participation in the Program the
District will be required to execute certain documents in connection with the
Loan;
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF
TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT:
Section One. The Board hereby finds and determines that it is in the
best interests of the District to enter into the Loan Agreement and execute the
Promissory Note in order to obtain funds for the purpose of installing energy
conservation measures within the District. The District has received approval
from at least two-thirds of the Board as required by Section 160.302(2) Revised
Statutes of Missouri, as amended. The total amount of the Loan is hereby
authorized in the amount of One Hundred Twenty-four Thousand Eight Hundred
Sixty Dollars ($124,860.00), which amount shall include, (i) an estimated
maximum construction loan amount of One Hundred Four Thousand Seven
Hundred Thirty-five Dollars ($104,735.00), plus interest to accrue during the
period from any draws on the loan by the District until completion of
construction of the Project, (ii) interest on the Loan during the term of the Loan,
at a rate of 3.15%, and (iii) a loan origination fee of one point of the principal
amount of the Loan. Under the Loan Agreement, the District agrees to make
semi-annual payments equal to one-half of the annual energy savings until the
Promissory Note is retired.
Section Two. The Board hereby approves the form of the Loan
Agreement, which is attached to this Ordinance as Exhibit A, the form of
Promissory Note, attached hereto as Exhibit B, which reflects the total amount of
Project Cost disbursements, one point origination fee and accrued interest as
more fully described therein and the form of District's Closing Certificate,
attached hereto as Exhibit C.
Section Three. The Executive Director and Secretary-Treasurer are
hereby authorized and empowered to execute, enter into, deliver for and in the
name of and on behalf of the District, under its corporate seal, the following
documents (all of such documents, and such other documents, certificates and
instruments as may be necessary to carry out the intent of this Ordinance,
together with any other documents and instruments contemplated thereby, or
otherwise necessary or appropriate to effectuate the transaction contemplated
thereby, being the "Program Documents"), the forms of which have been
presented in draft to the Board:
A. Loan Agreement;
B. Promissory Note;
C. District's Closing Certificate.
Section Four. The Board hereby approves the Project and authorizes
the Executive Director and Secretary-Treasurer to proceed with arranging the
financing for the Project, in furtherance of and subject to the requirements of this
Ordinance. The Executive Director and Secretary-Treasurer are hereby further
authorized and empowered to execute the Program Documents with such
additional modifications, corrections, amendments and deletions as shall be
necessary or appropriate, in the sole and absolute discretion of such officers, to
effectuate the transactions contemplated by this Ordinance, the execution of any
such documents constituting the conclusive evidence of the approval of the
District to any such changes.
Section Five. The amounts due under the Loan Agreement and the
Promissory Note shall be limited obligations of the District payable solely from
energy costs savings derived from the Project. Amounts due under the Loan
Agreement and the Promissory Note shall not constitute a debt or liability of the
District or of the State of Missouri or of any political subdivision thereof and such
amounts shall not constitute an indebtedness within the meaning of any
constitutional or statutory debt limitation or restriction.
Section Six. The District recognizes the intention of MDNR to fund
the Loan under its Energy Leverage Program in cooperation with Authority
through the issuance and sale of tax-exempt bonds by the Authority, and that a
portion of the proceeds of the Bonds may be used to reimburse the District for
any advances made by the District in connection with the Project.
The foregoing Ordinance was adopted January 8, 2004.