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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.