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HomeMy WebLinkAbout1983-12-12 84-53 ORDER(SOIW 84-53 Introduced by Councilor IAc6ertnt, December 12, 1983 CITY OF BANGOR (TITLE.) (0I1i2Ta Author'sg Executionof Inducement Agreement __. Due West Market' square By fie pry Commit Of the IXW OfBa*94*: ORDERED, THAT the Finance Director is hereby allthorized and directed to execute and deliver, on behalf of the City of Bangor, an Inducement Agreement, a copy of which is on file in the office Of the City Clerk, between the City of Bangor and Harvey Hillson, or a partnership to be formed by him, providing for the issuance by the City of up to Seven Hundred Fifty Thousand Dollars ($750,000) of Revenue Obligation Securities for the acquisition and renovation of a building located at One West Market Square; and be it further ORDERED, THAT the City Council of the City of Bangor hereby evidences its present intent to issue the City's Revenue Obligation Securities in n amount not to exceed $750,600, upon the conditions set forth n the Inducement Agreement and subject to the approval of the Maine Guarantee Authority, and further authorizes the Finance Director to prepare and to submit to the Maine Guarantee Authority n behalf of the City, alcipal application seeking approval for e the i of such Revenue Obligation Securities, and to take such other steps as he may deam necessary or appropriate in order to obtain a certificate of approval from the Maine Guarantee Authority pursuant to Section 1063 of Title 10 of the Maine Revised Statutes. - In City Cesu dl December 12,1983 ` c�ons3ider'next regular meeting n deduced y Cour flet cox i n City council December _ 28,1983 Passed as amended Amendment attached city ark 84.53 oknER Title, AutMr..ia..ing...E.X.ec..u.t .... ien o£ ...In..ducemen..t ..A.greement ............ One west market s ware ..................4 ................... Introduced and filed by .. w.. '�(4. ...... CoVKlmen isww3 &� REVISED 12-23-83 CITY OF BANGOR, MAINE CITY COUNCIL _. AN ORDER AUTHORIZING THE FINANCE DIRECTOR TO EXECUTE AN INDUCEMENT AGREEMENT BETWEEN THE CITY AND HARVEY HILLSON PERTAINING TO REVENUE OBLIGATION SECURITIES AND AUTHORIZING THE FINANCE DIRECTOR TO PREPARE AND SUBMIT TO THE MAINE GUARANTEE AUTHORITY AN APPLICATION SEEKING APPROVAL FOR THE ISSUANCE OF SUCH INDUSTRIAL REVENUE BONDS ORDERED: That the City Council of the City of Bangor, Maine, hereby authorizes the Finance Director to execute and deliver, on behalf of the City, an Inducement Agree - mart (substantially in the form attached hereto and incorporated herein by reference) between the City and Harvey Willson (or a partnership to be formed by him) which Agreement provides for the issuance by the City of up to Seven Hundred Fifty Thousand Dollars ($750,000) of Revenue Obligation Securities for the acquisition and renovation of a building located at West Market Square. BE IT FURTHER ORDERED: That the City Councilof the City of Bangor, Maine, - hereby evidences its present intent to issue the City's Revenue Obligation Securities in an amount not to exceed $750,000, upon the conditions set forth i the Inducement Agreement and subject to the approval of the Finance Authority of nine_ and further author- s the Finance Director to prepare and to submit to the F' m tnn n behalf of the City, unicc pal applicationseekingapproval for the issu- ance of such Revenue obligation Securities, and to take such other steps as he may deem necessary or ap- propriate i order to obtain a certificate of approval from the 4 it of Maine pursuant to Sec- tion 1063 SO o£ the Marne Revised Statutes. } yp,t P lry/�/ REVISEti'12-23-83 INDUCEMENT AGREEMENT THIS AGREEMENT between the City of Bangor, Maine (herein- after called the "City") and Harvey Hillson, or a partnership to be formed by him (hereinafter called "Hillson"). 1. Preliminary Statement. Among the matters of mutual. inducement which have been previously discussed by the parties and have resulted in the execution of this Agreement are the following: (a) The City is or is expected to be authorized under the provision of Chapter 110 of Title 10 of the Maine Revised Statutes, as amended, the Finan a Authority o� Act (the "Act"), to issue revenue obligation securities of the City to finance the acquisition, construction, reconstruction, renewal and replacement of building reconstruction projects within or partly within the City (subject to the approval of the Finance and to enter agreements with private per- sons to provide for payments which will be sufficient to pay the principal of, and interest on, such securities as the same become due and payable, all for the purpose of providing en- larged opportunities for gainful employment by the people, and to insure the betterment of the economy of the State and the living standards and health of its inhabitants. (b) Hillson(or a partnership to be formed by him) desires to acquire and renovate for commercial purposes certain land and buildings located at West Market Square (24 Hammond Street) in Bangor, provided certain financial arrangements can be made, and the City desires to have such building acquired and renova- ted for such purpose. (c) Subject to execution of this Agreement by Hillson and the execution by Hillson of financing documents as contemplated by Section 3(b) hereof, the City is willing to take such steps as are necessary to provide revenue bond financing for the cost of such construction and other expenses related thereto, all of which will have an estimated coat of up to $750,000 and is herein sometimes called the "Project." - (d) Hillson and the City anticipate that the Project will.. help to further the economic well being of the City and to insure preservation and betterment of the living standards and health of the inhabitants of the City. (e) The City is desirous of Hillson's undertaking the Project, and the City wishes to induce such undertaking and to assist Hillson therein by providing revenue bond financing for the Project totheextent contemplated by this Agreement. (f) Hillson wishes to obtain the assurances contained in this Agreement before proceeding further with substantial expenditures for the Project. (g) The City wishes to indicate its approval of the Pro- ject and its present intent to issue its Revenue Obligation Security_ to pay the cost of_thc_Project,-and_to_takakts inv--- tial official action with respect thereto. _ -2- 2. Undertakings on the Part of the City. Subject to the conditions herein stated, the City agrees as follows: (a) That, subject to the prior approval of the Finance Authority of Maine and subject to adoption of a formal bond resolution by the City Council, after notice and hearing, It will take the necessary steps to authorize the issuance and sale of an assue.of its Revenue Obligation Securities, pursuant to the terms of the Act, in an aggregate amount not exceeding $950,000 for the purpose of financing the Project. (b) ­Mat it will, at the proper Yime-and-subject in all respects to the prior advice of counsel for the City, cause a public hearing, after notice, to be held for the purpose of adopting such proceedings, and authorize the execution of such documents as may be necessary and advisable for the authorize - tion, issuance, and sale of such securities for the acquisition and construction of the Project, as aforesaid, and for tempora- ry notes in anticipation of the issuance of such securities, all as shall be authorized by Saw and mutually satisfactory to the City and Hillson. (c) That the aggregate basic payments (i.e., the payments to be used to pay the principal, interest and premium, if any, on such securities) payable to the City by Hillson shall be such sums as shall be sufficient to pay the principal of, and interest on, and redemption premium, if any, of such securities as and when the same shall become due and payable. (d) That it will take or cause to be taken such other acts -3- and adopt such further proceedings as may be required to imple- ment the aforesaid undertakings or as it may deem appropriate an pursuance thereof._ 3. Undertakings on the Part Of Hillson. Subject to the conditions stated above, Hillson agrees as follows: (a) That he will proceed with the Project and use his best efforts to cause it to be completed, subject to the availabili- ty of proceeds from the issuance of said securities. (b) That, contemporaneously with the delivery of such securities, he will enter into appropriate financing documents with the City under the terms of which he will obligate himself to pay to the City payments sufficient in the aggregate to pay the principal of and interest on and redemption premium, if any, on such securities as and when the same shall become due and payable, such financing documents to contain provisions required by law, and such other provisions as shall be mutually acceptable to the city and Hillson. (c) That he will take such further action and adopt such further proceedings as may be required to implement his afore- said undertakings or as he may deem appropriate in pursuance thereof. d Loan Agreement with a.bank or trust company as trusteesuant to pux- h' h 11pay2ents made by Hillson shall be collected by the nd p 'd by the trustee to the holder of the bonds. -4- (e) Hillson hereby releases the City from and agrees to indemnify and hold harmless the City from any and all losses, claims, damages, liabilities, or expense8 whatsoever, whether based on a tort, contractual, -or other claim of any nature whatsoever including, but not limited to, any loss or damage to property or injury to or death of any persons, that arises out of the acquisition, construction, or operation of the Project r the failure of Hillson to perform any of his obligations relating to Che Project- Hillson roject.Hil3son acknowledges that the issuance of such securities for the Project shall not directly or indirectly obligate the _ City to levy or to pledge any form of taxation whatsoever therefor, or to make any appropriation for their payment, and shall not constitute any debt or liability of the City, or a pledge of the faith and credit of the City, but shall be pay- able solely from revenues of the Project. The failure of the City to insist upon strict performance of any of the obligations of Hillson throughout and pursuant to the Project shall not be taken as a waiver of the right to Insist upon strict performance by Hillson or the right to exer- cise any remedy on account of any further breach thereof. This paragraph 3(e) shall inure to the benefit of and be binding upon the City and Hillson and their respective succes- sors and assigns and shall survive the payment in full of such securities and the termination of any and all documents, in- cluding -cluding any lease or sale agreement, related to the Project.. -5- - !fl Hillson shall promptly pay when due all expenses incurred i connection with the issuance and sale of the ecuii ties including attorney's fees, and shall promptly - reimburse the City for any expense it may incur in connection with. 4. General Provisions. (a) All commitments of the City under Paragraph 2 hereof and of Hillson under Paragraph 3 hereof are subject to, the conditions that on or before twelve months from the date hereof (or such other date as shall be mutually satisfactory to the City asi Hillson), the City and Hillson shall have agreed to mutually acceptable terms for such securities and for the sale and delivery thereof, and mutually acceptable terms and condi- tions of the financing documents referred to in Paragraph 3 and the proceedings referred to in Paragraphs 2 and 3. hereof. In the event such securities are not sold this Agreement shall thereupon terminate, subject to Paragraph 3(e) above. (b) At the request of Hillson, the City hereby agrees that Messrs. Pierce, Atwood, Scribner, Allen, Smith & Lancaster of Portland, Maine shall be independent bond counsel to supervise proceedings and to approve the legality of the issue of such securities, compensation of such bond counsel to be paid or provided for by Hillson. (c) The City will, to the extent necessary and at the request of Hillson, and at Hillson's expense, become a co - applicant with Hillson for any necessary licenses from the -6- Maine Board of Environmental Protection. (d) Hillson's rights under this agreement may be assigned in whole or in part to a nominee designated by him. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers hereunto duly authorized as of the _ day of , 1983. WITNESS: CITY OF BANGOR, MAINE -7- By: Its Finance Director Harvey Hillson 84-53 INDUCEMENT AGREEMENT THIS AGREEMENT between the City Of Bangor, Maine (herein- after called the "City") and Harvey Hillson, or a partnership to be formed by him (hereinafter called "Hillson"). 1. Preliminary Statement. Among the matters of mutual inducement which have been previously discussed by the parties and have resulted in the execution of this Agreement are the following: (a) The City is or is expected to be authorized under the provision of Chapter 110 of Title 30 of the Maine Revised Statutes, as amended, the Maine Guarantee Authority Act (the "Act"), to issue revenue obligation securities of the City to finance the acqul sition, construction, reconstruction, renewal and replacement of build- ing reconstruction projects within or Partly within the City (subject to the approval Of the Maine Guarantee Authority) and to enter agreements with private persons to provide for pay -.menta which will be sufficient to pay the principal of, and interest on, such securities as the same become due and pay- able, all for the purpose of providing enlarged opportunities for gainful employment by the people, and to insure the better- ment of the economy of the State and the living standards and health of its inhabitants. (b) Hillaon (or a partnership to be formed by him) desires to acquire and renovate for commercial purposes certain land and buildings located at West Market Square (24 Hammond Street) in Bangor, provided certain financial arrangements can be made, and the City desires to have such building acquired and reno- vated for such purpose. (c) Subject to execution of this Agreement by Hillson and the execution by Hillson of financing documents as contemplated by Section 3(b) hereof, the City is willing to take such steps as are necessary to provide revenue bond financing for the cost of such construction and other expenses related thereto, all of which will have an estimated cost of up to $750,000 and is herein sometimes called the "Project." .- (d) Hillson and the City anticipate that the Project will help to further the economic well being of the City and to insure preservation and betterment of the living standards and health of the inhabitantsofthe City. (e) The City is desirous of Hillson's undertaking the Pro- ject, and the City wishes to induce such undertaking and to assist Hillson therein by providing revenue bond financing for the Project to the extent contemplated by this Agreement. (f) Hillson wishes to obtain the assurances contained in this Agreement before proceeding further with substantial expenditures for the Project. (g) The City wishes to indicate its approval of the Pro- ject and its present intent to issue its Revenue Obligation Security to pay the coat of the Project, and to take its initial official action with respect thereto. _2_ 2. Undertakings on the Part of the Cit subject to the conditions herein stated, the City agrees as follows: (a) That, subject to the prior approval of the Maine Guar- antee Authority and subject to adoption of a formal bond resolution by the City Council, after notice and hearing, it will take the necessary steps to authorize the issuance and sale of an issue of its Revenue Obligation Securities, pursuant to the terms of the Act, in an aggregate amount not exceeding $750,000 for the purpose of financing the Project. (b) That it will, at the proper time and subject in all respects to the prior advice of counsel for the City, cause a public hearing, after notice, to be held for the purpose of adopting such proceedings, and authorize the execution of such documents as may be necessary and advisable for the authoriza- tion, issuance, and sale of such securities for the acquisition and construction of the Project, as aforesaid, and for tempo- rary notes in anticipation of the issuance of such aecuritiea, all as shall be authorized by law and mutually satisfactory to the City and Hillson. (c) That the aggregate basic payments (i.e., the payments to be used to pay the principal, interest and premium,. if any, on such securities) payable to the City by Hillson shall be such sums as shall be sufficient to pay the principal o£, and interest on, and redemption premium; if any, of such securities as and when the same shall become due and Payable- -3- (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to imple- ment the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of Hillson. Subject to the conditions stated above, Hillson agrees as follows: (a) That he will proceed with the Project and use his best efforts to cause it to be completed, subject to the availabi- lity of proceeds from the issuance of said securities. (b) That, contemporaneously with the delivery of such - securities, he will enter into appropriate financing documents with the City under the -terms of which he will obligate himself to pay to the City payments sufficient in the aggregate to pay the principal of and interest on and redemption premium, if any, on such securities as and when the same shall became due and payable, such financing documents to contain provisions required by law, and such other provisions as shall be mutually acceptable to the City and Hillson. (c) That he will take such further action and adopt such further proceedings as may be required to implement his afore- said undertakings or as he may deem appropriate in pursuance thereof. (d) Hillson hereby releases the City from and agrees to indemnify and hold harmless the City from any and all losses, claims, damages, liabilities, or expenses whatsoever, whether based on a tort, contractual, or other claim of any nature -4- whatsoever including, but not limited to, any loss or damage to property or injury to or death of any persons, that arises out of the acquisition, construction,or operation of the Project or the failure of Hillson to perform any of his obligations - relating to the Project. Hillson further agrees to pay promptly upon receipt of an invoice, bill, or other evidence of an expense incurred, all reasonable and necessary out-of-pocket expenses, including attorney's fees, which the City may have incurred arising from the execution of this Agreement and the performance by the City of its obligations hereunder, and whether or not the said securities are issued. H1115on acknowledges that the issuance of such securities for the Project shall not directly or Indirectly obligate the City to levy or to pledge any form of taxation whatsoever therefor, or to make any appropriation for their payment, and shall not constitute any debt or liability of the City, or a pledge of the faith and credit of the City, but shall be pay- able solely from revenues of the Project. The failure of the City to insist upon strict performance of any of the obligations of Hillson throughout and pursuant to the Project shall not be taken as a waiver of the right to insist upon strict performance by Hillson or the right to exer- cise any remedy on account of any further breach thereof. This paragraph 3(e) shall inure to the benefit of and be binding upon the City and Hillson and their respective a cces- -5- sors and assigns and shall survive the payment in full of such securities and the termination of any and all documents, including any lease or sale agreement, related to the Project. 4. General Provisions. (a) All commitments of the City under Paragraph 2 hereof and of Hillson under Paragraph 3 hereof are subject to the con- ditions that on or before twelve months from the date hereof (or such other date as shall be mutually satisfactory to the City and Hillson), the City and Hillson shall have agreed to mutually acceptable terms for such securities and for the sale and delivery thereof, and mutually acceptable terms and condi- tions of the financing documents referred to in Paragraph 3 and the proceedings referred to in Paragraphs 2 and 3 hereof. In the event such securities are not sold this Agreement shall thereupon terminate, subject to Paragraph 3(e) above. (b) At the request of Hillson, the City hereby agrees that Messrs. Pierce, Atwood, Scribner, Allen, Smith 6 Lancaster of Portland, Maine shall be independent bond counsel to supervise proceedings and to approve the legality of the issue of such securities, compensation of such bond counsel to be paid or provided for by Hillson. (c) The City will, to the extent necessary and at the request of Hillson, and at Hillson's expense, become a co -applicant with Hillson for any necessary licenses from the Maine Hoard of Environmental Protection. -6- (d) Hillson's rights under this agreement may be assigned in whole or in part to a nominee designated by him. IN WI MESS WHEREOF, the parties hereto have entered into this Agreement by their officers hereunto duly authorized as of the _ day of 1983. WITNESS: CITY OF BANGOR, MAINE By: Its Finance Director Harvey Hillson -7-