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HomeMy WebLinkAbout1984-09-10 84-333 RESOLVEM-333 trcduced by councilor Cox, September 10, 1984 p { CITY OF BANGOR Q)Il&J AUTHORIZING THE ISSUANCE AND -A _1.1F1 REVENUE OBLIGATION SECURITY UNDER THE MUNICIPAL SECURITIES APPROVAL PROGRAM BY My Gounmu Ofdw Gia ofBasysr BESDLVED. WHEREAS, the City of Bangor (the City), acting pur- suant to Title 10, Chapter 110 of the Maine Revised Statutes Annotated, as ended, (the Act) has applied to the Finance Authority of Maine (FAME) for approval of the ie 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 acqui- sition and rehabilitation of the Snow and Really Building located at 155 Perry Road in Bangor by Darling's to be known as the Darling's Rehabilitation Project (the Project), and WHEREAS, the Finance Authority of Maine has issued its Certi- ficate of Approval with mepsect to the Project pursuant to 5 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 Nine Hundred Fifty Thousand Dollars ($950,000), AND BE IT FURTHER RESOLVED, AS FOLLOWS: Section 1. That the City of Bangor is hereby authorized pur- suant to the Act to issue to Maine National Bank a Revenue Obligation Security in an aggregate principal amount not to exceed Nine Hundred Fifty Thousand Dollars ($950,000) (the Security) to finance the cost of the Project, the principal and interest on the Security to be payable solely by Darling's from revenues of the Project. Section 2. That the obligation of Darling's to the City shall be represented by a Promissory Note and Loan Agreement and secured by a mortgage on the .real property and 'aproperly filed security interest in all personal property to be used in the Project, such mortgage and security interest to run from Darling's 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 Maine National 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 Maine National Bank as Trustee (the Indenture). Section 4. That the execution and delivery of the Promissory Note and Endorsement, Loan Agreement, Mortgage and Security Agree- ment, 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 author- ized, 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 Secur- ity with such changes, insertions and omissions smay be approved by the Chairman of the City Council, City FinanceDirector 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 docu- ments described herein and to attest the same. Section S. That the Security shall be in the form of a prom- issory note, bond or other evidence of indebtedness as set forth n 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 (1006) of its principal amount. c. The Security shall bear interest at a rate of sixty- five percent (658) of the floating prime rate of the First National Bank of Boston, determined initially as of the date of issuance of the Security and thereafter at the Close of each month, which rate shall have a floor of IB and a ceiling of 11% for the first ten (10) years, with no floor or ceiling for the final five years, such interest to be paid monthly as provided in the Indenture. d. The principal of the Security shall be repaid in monthly installments as provided in the Indenture. 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 Darling's. All s funds necessary for redemption or prepayment, including payment of interestto date of redemption, shall be provided by Darling's. -2- 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, Darling's 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 com- mencing m- mencingwith the date from which interest on the Security i determined to be taxable, and terminating on the date such determin- ation 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 mof 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 r 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 is ued pursuant to this Resolut>To- 11 not constitute any debt orliability or pledge of the faith and credit of the State of Maine, its political sub- 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 orinas security for the obligation in accordance -3- with the terms of the Indenture. The Security shall contain on its face a statement to the effect that the Securities 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 r of the Project. Issuance of the Security shall not directly,,eindirectly 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 ]. That the Promissory Note shall provide that revenues to the City from the Project will at all times be suf- ficient to pay the principal of and interest on the Security a 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 obliga- tions of Darling's 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 Darling's. Section 8. 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. S 1064, as amended, shall be published at least once n 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 Chairman of the City Council, acting singly, be and each of them hereby i authorized to take all action, including the execution and delivery of documents and evidences of indebtedness as maybe necessary, desirable and/or appropriate in order to carry into effect the full purport and intent of thepreceding resolutions or any of than. -4- In City Council Septew er 10,1984 PaSsed' Crty Clerk 84-333 N E S 0 U V E Authorising the Issuvance and Sale of a Sevenu Wligati p'UWer the Muniri1 1 Secures w}✓✓P[ogram for Da Sng 1s W�/A Oef , V lgyCorf