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HomeMy WebLinkAbout1985-10-16 85-354 RESOLVE65-354 Intealuce by. Co Miloz FvaN:el, October 16; 1985 P60111191---- ��yyry CITY OF BANGOR R(T�,)�DIVEe AUTHORIZING THE ISSUANCE AND SALE OF A REVENUE .. _. __ __.............. ..._.—__.._ OBLIGATION SECURITY UNDER THE MUNICIPAL SECURITIES APPROVAL PROGRAM _F_O__R_ ADAMS RUSSELL CO INC. .-. .......... _.... __.. .... ... By de City CoaneA of Me City of Beazer. ABSOLVED, WHEREAS, the City of Bangor (the City), acting pursuant to Title 10, Chapter 110 of the Maine Revised Statutes Annotated, as amended, (the Act) has applied to the Finance Authority of Maine (FAME) for approval of the issuance by the City of Bangor of a Revenue Obligation Security under the Municipal Securities Approval Program, Subchapter IV of the Act, in connection with the acquisition of capital equipment and construction of an addition to its electronic component manufacturing facility located at 448 Griffin Road (Lot Number 21 of the Airport Industrial Park Subdivision) in Bangor by Adama-Russell Co., Inc., a Massachusetts corporation, (the Company(, to be known as the 1985 Adams -Russell Co., Inc. Construction Project (the Project), and WHEREAS, the Finance Authority of Maine has issued its Certificate of Approval with respect to the Project pursuant to Section 1063 of the Act,. Now, THEREFORE, BE IT RESOLVED by the City Council of the City of Bangor, Maine that pursuant to the Act, the City will assist in financing the Project by issuing a Revenue Obligation Security not to exceed One Million Thies Hundred Thousand Dollars ($1,300,000), AND BE IT PUTZMER RESOLVED, AS FOLLOWS: Section 1. That the City of Bangor is hereby authorized pursuant to the Act to issue to Norstar Bank of Maine.(Norstar Bank) a Revenue Obligation Security in an aggregate principal amount not to exceed One Million Three Hundred Thousand Dollars ($1,300,000) (the Security) to finance the cost of the Project, the principal and interest on the Security to be payable solely by the Company from revenues of the Project. Section 2. That the obligation of the Company to the City shall be represented by a Promissory Note and Loan Agreement and secured by a mortgage On the real property and a properly filed security interest in all personal property to be used in the Project, such a mortgage and security interest to run from the Company as mortgagor and borrower to the City as mortgagee and secured party under a Mortgage and Security Agreement, and to be assigned by the City to Norstar Back as Trustee (the Trustee), and further that the Promissory Note will be endorsed by the City to the Trustee. Section 3. That the obligation represented by the Security shall be further secured by an Indenture of Trust between the City of Bangor and Norstar Back as Trustee (the Indenture). section 4. That the execution and delivery of the Promissory Note and Endorsement, Loan Agreement, Mortgage and Security Agreement, Assignments and Indenture substantially in a form used by the City for previous financings, and to be approved by the City Solicitor, is hereby authorized. The Chairman of the City Council, the City Finance Director and City Manager are each hereby authorized, acting singly, to execute and deliver the Promissory Note and Endorsement, Loan Agreement, Mortgage and Security Agreement, Assignments, Indenture, and associated and additional documents which may be necessary or convenient to the issuance of the Security with such changes, insertions and missions as may be approved by the Chairman of the City Council, City Finance Director or City Manager upon advice of the City Solicitor. The execution of the documents described herein by the Chairman of the City Council, City Finance: Director or City Manager shall be conclusive evidence of such approval. The City Clerk and Deputy City Clerk are each hereby authorized to affix the seal of the City on any and all of the documents described herein and to attest the same. Section 5. That the security shall be in the form of a promissory note, bond or other evidence of indebtedness as set forth in the indenture, and shall be subject to the following terms and conditions: a. The Security shall be dated as of the date of issue and the term shall be for fifteen (15) years. b. The Security shall be issued and sold at a price of one hundred percent 1100%) of its principal amount. c. The Security shall bear interest at a rate of six and three-quarters percent (6.75%) for the first three years, with interest thereafter at a floating rate equal to seventy Percent (70%) of the Bank Base lending rate as established by Norstar Back and adjusted from time to time. d. The principal of the Security shall be repaid in monthly installments as provided in the Indenture. - -2- e. The Security may be redeemed or prepaid without Penalty or premium at the option of the City of Bangor, which option shall be exercised only at the rawest of the company. All funds necessary for redemption or prepayment, including payment of interest to date of redemption, shall be provided by the Company. In the event it is determined that the Security fails to qualify as an industrial development revenue bond, interest on which is exempt from Federal income tax Pursuant to Section 103 of the Internal Revenue Code or regulations thereunder, the Company shall immediately pay to the holder of the Security the difference between the interest rate applicable to the Security and the regular commercial rate or rates in effect in the City of Bangor, Maine, and reasonably determined by the Trustee, during the period commencing with the date from which interest on the Security is determined to be taxable, and terminating on the date such determination is made, and shall continue to pay such difference until the Security is prepaid in full or satisfied according to its terms at the date of maturity. I. The Security shall be in registered form and may be issued as a single document or as separate documents as provided in the Indenture. The Security shall be manually executed in the name of the City of Bangor by the Chairman of the City Council and by the City Finance Director and shall be payable at the office of the Trustee in Bangor. g. No interest in the Security may be sold to any firm, partnership, corporation or association, which is a party to any contract pertaining to the Project or which is to purchase, rent, lease or otherwise occupy any premises constituting a part of the Project, or to any affiliate or subsidiary thereof. h. The proceeds of the Security shall be used solely for the purposes for which they are authorized and Permitted by the Act and shall be disbursed by the Trustee as provided in the Indenture. i. If the Security shall become mutilated, destroyed or lost, it may be replaced, provided there is furnished in a form satisfactory to the City Finance Director an appropriate document of indemnity protecting the City of Bangor from any claim or obligation with respect to the Security asserted to have been mutilated, destroyed or lost. Section 6. That the Security to be issued pursuant to this Resolution shall not constitute any debt or liability or pledge of the faith and credit of the State of Maine, its Political sub- -3- divisions, or any municipality, or of the City of Bangor or any division, department or political subdivision thereof, and the obligation represented by the Security shall be payable solely from the revenues of the Project, which revenues may be pledged in whole or in part as security for the obligation in accordance with the terms of the Indenture. The Security shall contain on its face a statement to the effect that the Security shall not constitute any debt or liability or a pledge of the faith and credit of the State of Maine, its political subdivisions, or the City of Bangor, or any division, department or political sub- division thereof, and shall he payable solely from revenues of the Project. Issuance of the Security shall not directly, indirectly or contingently obligate the City of Bangor or any division, department or political subdivision thereof, and shall be payable solely from revenues of the Project. Issuance of the Security shall not directly, indirectly or contingently obligate the City of Bangor or any division, department or political subdivision thereof to levy or pledge any form of taxation whatever or to make any appropriation for its payment. Section 7. That the Promissory Note shall provide that revenues to the City from the Project will at all times be sufficient to pay the principal of and interest on the Security as the same shall become due and payable and to create and maintain reserves for such purposes. The Promissory Note will provide that when the Security shall have been paid in full and all other obligations of the Company under the Promissory Note have been satisfied, then the City of Bangor will discharge any mortgage and release any security interest remaining in the assets of the Company. Section S. That notice of the intent of the City of Bangor to issue the aforesaid Revenue Obligation Security, which notice shall contain the information required by Title 10 M.R.S.A. Section 1064, as amended, shall be published at least once in the Kennebec Journal and in the Bangor Daily News no later than fourteen (14) days after the date on which these resolutions are adopted. Section 9. That the City Manager, city Finance Director and the Cha�f the City Council, acting singly, be and each of them hereby is authorised to take all action, including the execution and delivery of documents and evidences of indebted- ness, as may be necessary, desirable and/or appropriate in order to carry into effect the full purport and intent of the preceding resolutions or any of them. -4- AMENDMENT BY SUBSTITUTION CITY OF BANGOR ts10 (TITLE.) cid¢ tlgb AUTHORI2IN0 THE ISSUANCE AND SALE OP A REVENUE_ , OBLIGATION SECURITY UNDER. THE MUNICIPAL SECURITIES APPROVAL PROGRAM By W City CmauQ of0 City of Banger. RESOLVED. WHEREAS, the City of Bangor (the City), acting pursuant to Title 30, Chapter 110 Of the Maine Revised Statutes Annotated, as amended, (the Act) has applied to the Finance Authority of Maine (FAME) for approval of the issuance by the City of Bangor of a Revenue Obligation Security under the Municipal Securities Approval Program, Subchapter IV of the Act, in connection with the acquisition of capital equipment and construction of an addition to its electronic component manufacturing facility located at 448 Griffin Road (Lot Number 21 of the Airport Industrial Park Subdivision) in Bangor by Adams -Russell Co., Inc., a Massachusetts corporation, (the Company), .to. be .known -as the 1985 Adams -Russell Co., Inc. Construction Project (the Proj ect), and WHEREAS, the Finance Authority of Maine has issued its Certificate of Approval with respect to the Project pursuant to Section 1063 of the Act, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bangor, Maine that pursuant to the Act, the City will assist in financing the Project by issuing a Revenue Obligation Security not to exceed One Million Three Hundred Thousand Dollars 181,300,000), AND BE IT FURTHER RESOLVED, AS FOLLOWS: Section 1. That the City of Bangor is hereby authorized pursuant to the Act to issue to Norstar Bank of Maine (Norstar Bank) a Revenue Obligation Security in an aggregate principal amount not to exceed One Million Three Hundred Thousand Dollars ($1,300,000) (the Security) to finance the coat of the Project, the principal and interest on the Security to be payable solely by the Company from revenues of the Project. Section 2. That the obligation of the Company to the City shall be represented by a Promissory Note and Loan Agreement and secured by a mortgage on the real property and a properly filed security interest in all personal property to be used in the Project, such a mortgage and security interest to run from the Company as mortgagor and borrower to the City as mortgagee and to be secured party under a Mortgage and Security Agreement, assigned by the City to Norstar Bank as Trustee (the Trustee), and further that the Promissory Note will be endorsed by the City to the Trustee. Section 3. That the obligation represented by the Security shall be further secured by an Indenture of Trust between the City of Bangor and Norstar Bank as Trustee (the Indenture). Section 6. That the execution and delivery of the Promissory Note and endorsement, Loan Agreement, Mortgage and Security Agreement, Assignments and Indenture substantially in a form used by the City for previous financings, and to be approved by the City Solicitor, is hereby authorized. The Chairman of the City Council, the City Finance Director and City Manager are each hereby authorized, acting singly, to execute and deliver the Promissory Note and Bndorsement, Loan Agreement, Mortgage and Security Agreement, Assignments, Indenture, and associated and additional documents which may be necessary or convenient to the issuance of the Security with such changes, insertions and omissions as may be approved by the Chairman of the City Council, City Finance Director or City Manager upon advice of the City Solicitor. The execution of the documents described herein by the Chairman of the City Council, City Finance. Director or City Manager shall be conclusive evidence of such approval. The City Clerk and Deputy City Clerk are each hereby authorised to affix the seal of the City on any and all of the documents described herein and to attest the same. section 5. That the Security shall be in the form of a promissory note, bond or other evidence of indebtedness as set forth in the Indenture, and shall be subject to the following terms and conditions: a. The security shall be dated as of the date of issue and the term shall be for fifteen (15) years. b. The Security shall be issued and sold at a price of one hundred percent (10081 of its principal amount. C. The Security shall bear interest at a rate of six and three-quarters percent (6.758) for the first three years, with interest thereafter at a floating rate equal to seventy percent (708) of the Bank Base lending rate as established by Norstar Bank and adjusted from time to time. d. The principal of the Security shall be repaid in monthly installments as provided in the Indenture. -2- eThe Security may be redeemed or prepaid without penalty or premium at the option of the City of Bangor, which option shall be exercised only at the request of the Company. All funds necessary for redemption or prepayment, including payment of interest to date of redemption, shall be provided by the Company. In the event it is determined that the Security fails to qualify as an industrial development revenue bond, interest on which is exempt from Federal intone tax pursuant to Section 103 of the Internal Revenue Code or regulations thereunder, the Company shall immediately Pay to the holder of the Security the difference between the interest rate applicable to the Security and the regular commercial rate or rates in effect in the City Of Bangor, Maine, and reasonably determined by the Trustee, during the Period commencing with the date from which interest on the Security is determined to he taxable, and terminating on the date such determination is made, and shall continue to pay such difference until the Security is prepaid in full or satisfied according to its terms at the date of maturity. f. The Security shall be in registered form and may be issued as a single document or as separate documents as provided in the Indenture. The Security shall be manually executed in the name of the City of Bangor by the Chairman of the City Council and by the City Finance Director and shall be payable at the office of the Trustee in Bangor. g. No interest in the Security may be sold to any firm, partnership, corporation or association, which is a party to any contract Pertaining to the Project or which is to purchase, rent, lease or otherwise occupy any premises constituting a part of the Project, or to any affiliate or subsidiary thereof. h. The proceeds of the Security shall be used solely for the purposes for which they are authorized and permitted by the Act and shall be disbursed by the Trustee as provided in the Indenture. i. If the Security shall become mutilated, destroyed or lost, it may be replaced, provided there is furnished in a form satisfactory to the City Finance Director an appropriate document of indemnity protecting the city of Bangor from any claim or obligation with respect to the Security asserted to have been mutilated, destroyed or lost. Section 6. That the Security to be issued pursuant to this Resolution shall not constitute any debt or liabeipoliticalpledge sub - of the faith and credit of the State of Maine, its -3- divisions, or any municipality, or of the City of Bangor or any division, department or political subdivision thereof, and the obligation represented by the Security shall be paYable solely from the revenues of the Project, which revenues may be pledged in whole or in part as security for the obligation in accordance with the terms of the Indenture. The Security shall contain on its face a statement to the effect that the Security shall not constitute any debt or liability or a pledge of the faith and credit of the State of Maine, its political subdivisions, or the City of Bangor, or any division, department or political sub- division thereof, and shall be payable solely from revenues of the Project. Issuance of the Security shall not directly, indirectly or contingently obligate the city of Bangor or any division, department or Political subdivision thereof, and shall he payable solely from revenues of the Project. Issuance of the Security shall not directly, indirectly or contingently obligate the City of Bangor or any division, department or political subdivision thereof to levy or pledge any form of taxation whatever or to make any appropriation for its payment. Section 7. That the promissory Note shall provide that revenues to the City from the Project will at all times be sufficient to pay the principal of and interest on the Security as the same shall become due and payable and to create and maintain reserves for such purposes. The Promissory Note will provide that when the Security shall have been paid in full and all other obligations of the Company under the Promissory Note have been satisfied, then the City of Bangor will discharge any mortgage and release any security interest remaining in the assets of the Company. Section 8. net the ground lease, entitled "Indenture Of Lease" between the City of Bangor as Lessor wh s -Russell h the land Co., Inc. as Lessee, executed May 1, 1981, under upon which the Project is to be constructed has been leased to the company, be amended as necessary or convenient to carry out the intent of these resolutions. The Chairman of the City Council, City Finance Director and city Manager are each hereby Authorized, acting singly, to approve, execute and deliver any amendments to the aforesaid ground lease or related documents, and any associated or additional documents, which shall be necessary or convenient to carry out the intent of these resolutions, upon advice of the City Solicitor, including, but not limited to, amending the ground lease to provide for title in the Project building addition to be in the name of the Company, the execution and filing on behalf of the Company of a certificate of personal property with respect to the building addition, and the execution of a party -wall agreement. The execution of the documents described herein by the Chairman of the City Council, City Finance Director or City Manager shall be conclusive evidence of their approval. The City Clerk and Deputy City Clerk are each hereby authorized to affix the seal of the City on any and all of the documents described herein and to attest the same. -4- Section 9. That notice of the intent of the City of Bangor to issue the aforesaid Revenue Obligation Security, which notice shall contain the information required by Title 10 M.R.S.A. Section 1064, as amended, shall be published at least once in the Kennebec Journal and in the Bangor Daily News no later than fourteen (14) days after the date on which these resolutions are adopted. Section 10. That the City Manager, City Finance Director and the Chairman of the City Council, acting singly, be and each of them hereby is authorized to take all action, including the execution and delivery of documents and evidences of indebted- ness, as may be necessary, desirable and/or appropriate in order to carry into effect the full purport and intent of the preceding resolutions or any of them. -5- IN : CIw COUNCIL „Ontober 16, 1985 ""TmSaad by Substitutionand sasso. Public Hear,496. BS -354 nES0LVE Author--in9 the Issuance and Sale of i Revenue obligation Security Order the Municipal Swuritie6 Approval Program for Adams -Russell Co., IM. UR 'o