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
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