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HomeMy WebLinkAbout1982-07-26 82-210 ORDERIntroduced by Councilor CITY OF BANGOR (TUTEE.) tVlyyyry REVENUE GEL IyATIQN $ECORITY,,,O d r the, MUNICIPAL ,,,,,__,__,$EPORITIEB APPROVAL PRQ,,M.f9F AFFILIATED LABORATORY INC. By Ow City Coa wU of de C(q ofBa"r: ORDERED, THAV ,WHEREAS, the City of Bangor, acting pursuant. to the Maine Guarantee Authority Act (the Act), as amended, (10 M.R.S.A. $1001 et seq.) has applied to the Maine Guarantee Authority (MGA) 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 personal property and the construction of a building by Affiliated Laboratory Inc. on a parcel of real estate heretofore acquired and presently owned by Eastern Maine Medical. Center, located on the Sylvan Road, Bangor, Maine, to be known as the Affiliated Laboratory Inc. Industrial -Commercial Project (the Project), and WHEREAS the Maine Guarantee Authority has issued its Certificate of Approval with respect to the Project pursuant to 51063 of the Act, NOW BE IT RESOLVED that pursuant to the Act, the City will assist in financing the Project by issuing a Revenue Obligation Security not to exceed Seven Hundred Fifty Thousand Dollars ($750,000). FURTHER RESOLVED that the City of Bangor is hereby author- ized pursuant t0 the Act t0 issue t0 The Merrill Trust Company a Revenue Obligation Security in the aggregate principal amount not to exceed Seven Hundred Fifty Thousand Dollars 1$750,000( (the Security) to finance the cost of the Project, the principal and interest on the Security to be payable solely by Affiliated Laboratory Inc. from revenues of the Project. FURTHER RESOLVED that the obligation of Affiliated Laboratory Inc. to the City shall be 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 Affiliated Laboratory Inc. as mortgagor and borrower to the City as mortgagee and secured party, and to be assigned by the city to The Merrill Trust Company as Trustee. FURTHER RESOLVED that the obligation represented by the Securityshall be further secured by a Trust Agreement between the City of Bangor and The Merrill Trust Company as Trustee (the Trust Agreement) which shall make such provisions and be subject to such terms and conditions as shall be approved by the City Council or by a majority thereof, including terms and conditions as may be required by the Act. FURTHER RESOLVED that the Security shall be in the form of a Promissory note, bond or other evidence of indebtedness as the City Finance Director and the Chairman of the City Council shall. determine, and shall be subject to the following terms and conditions: Sa a. The Security shall be dated as of the date of issue. b. The Security shall be issued and sold at a price of one hundred percent (1005) of its principal amount. C. The Security shall bear interest at a rate to be determined at the time of issue, expected to be 135 but in any event not to exceed fifteen percent (155) pax annum. d. The interest on and principal of the Security shall be repaid in equal monthly installments (the amount of which shall be determined by the interest rate) over a period of to years, commencing on the day which is one month following the issuance of the Security. 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 request of Affiliated laboratory Inc. All foods necessary for redemption or prepayment, including payment of interest to date of redemption, shall be provided by Affiliated Laboratory Inc. In the event it is determined that the Security fails to qualify as an industrial revenue bond, interest on which is exempt from Federal income tax pursuant to Section 103 of the Internal Revenue Code or regulations thereunder, Affiliated Laboratory Inc. 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 during the period commencing with the date from which -3- 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. f. The Security shall be in registered form and may be issued as a single document or as separate documents as provided in the Trust agreement. 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, Bangor, [mine. 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. Theproceeds 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 Trust Agreement. r. 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. -4- FURTHER RESOLVED 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 subdivisions, 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 Trust Agreement. 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 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. FURTHER RESOLVED 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 main- tain reserves for such purposes. The Promissory Note will provide that when the Security shall have been paid in full and all other obligations of Affiliated Laboratory Inc. under the -5- Promissory tote have been satisfied, then the City of Bangor will discharge any mortgage and release any security interest remaining in the assets of Affiliated Laboratory Inc. FURTHER RESOLVED 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. 91064, as amended, shall be published at least once in the Kennebec .Journal and in the Bangor Daily Hews no later than fourteen (14) days after the date on which these resolutions are adopted. FURTHER RESOLVED 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 indebtedness 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. SS In ill IV Council Ju IY 36,1982 Vote ;for suspension�f the 9_p 'Yroles Abstainedd ] Yes I��n - 0 R'?Z q0 ..' Voting Yes Brown,;- - 21,� e, Mc Kernan,Porter, Soucy,Weymoufh.Wi l I y, � �,O,,M]�CURiyy [Nder the Zendzian Voting No Gass, """""""•'•••'•'•••^•"""" AbstaYb¢d Jordan F9AlIC1PN: SE(]1RTTS353\PPRPlAL P%1^:dRf '.foz.8£E2GTA'fE9.IdIXIBA•fOiff.➢3C........ Order passed educed d filed by C ' �......... ..: ............... ��� Cowcidman • gz_ a//ra� Introduced by Councilor ;) CITY OF BANGOR (TITLE.) Mrber1 .Re,VEnDE OIL DGATXQN SECBRixg„ender the MUNICIPAL ...___,SSf•Op.I'y'x$S--- APPROVAL _PROGRAM per APFIL IA,TED LARORATOAY ZNC. By tqe City Cauzwd 6f ClN of BanPan ORDERED, THAT WHEREAS, the City of Bangor, acting pursuant to the Maine Guarantee Authority Act (the Act), as amended, (10 M:R.S.A. $1001 at seg.) has applied to the Maine Guarantee Authority (MGA) 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 personal property and the construction of a building by Affiliated Laboratory Inc. on a parcel of real estate heretofore acquired and presently owned by Eastern Maine Medical Center, located on the Sylvan (road, Bangor, Maine, to be known as the Affiliated Laboratory Inc. Industrial -Commercial Project (the Project), and WHEREAS the Maine Guarantee Authority has issued its Certificate of Approval with respect to the Project pursuant to 51063 of the Act, NOW BE IT RESOLVED that pursuant to the Act, the City will assist in financing the Project by issuing a Revenue Obligation Security not to exceed Seven Hundred Fifty Thousand Dollars ($750,000). FURTHER RESOLVED that the City of Bangor is hereby author- ized pursuant to the Act to issue to The Merrill Trust Company a Revenue Obligation Security in the aggregate principal amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the Security( to finance the coat of the Project, the principal and interest on the security to be payable solely by Affiliated Laboratory Inc. from revenues of the Project. FURTHER RESOLVED that the obligation of Affiliated Laboratory Inc. to the City shall be 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 Affiliated Laboratory Inc. as mortgagor and borrower to the City as mortgagee and secured party, and to be assigned by the City to The Merrill Trust Company as Trustee. FURTHER RESOLVED that the obligation represented by the Security shall be further secured by a Trust Agreement between the City of Bangor and The Merrill Trust Company as Trustee (the Trust Agreement) which shall make such provisions and be subject to such terms and conditions as shall be approved by the City Council or by a majority thereof, including terms and conditions as may be required by the Act. FURTHER RESOLVED that the Security shall bE in the form of a promissory note, bond or other evidence of indebtedness as the City Finance Director and the Chairman of the City Council shall determine, and shall be subject to the following terms and conditions: -2- a. The. Security shall be dated as of the date of issue. b. The Security shall be issued and sold at a price of one hundred percent (100%) of its principal amount. - C. The Security shall bear interest at a rate to be determined at the time of issue, expected to be 13% but in any event not to exceed fifteen percent (15%) per annum. d. The interest on and principal of the Security shall be repaid in equal monthly installments (the amount of which shall be determined by the interest rate) over a period of 10 years, commencing on the day which is one month following the issuance of the Security. 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 request of Affiliated Laboratory Inc. All funds necessary for redemption or prepayment, including payment of interest to date of redemption, shall be provided by Affiliated Laboratory.Inc. In the event it is determined that the Security fails to qualify as an industrial revenue bond, interest on which is exempt from Federal income tax pursuant to Section 103 of the Internal Revenue Code or regulations thereunder, Affiliated Laboratory Inc. 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 during the period commencing with the date from which -3- 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. f. The Security shall be in registered form and may be .issued as a single document or as separate documents as provided in the Trust Agreement. 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, Bangor, Maine. 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 Trust Agreement. 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. -4- FURTHER RESOLVED 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 subdivisions, or any municipality, or of the City of Bangor or any divisyon, 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 Trust Agreement. 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 me 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. FURTHER RESOLVED 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 became due and payable and to create and main- tain reserves for such purposes. The Promissory Note will provide that when the Security shall have been paid in full and all other obligations of Affiliated Laboratory Inc. under the -5- Promissory Note have been satisfied, then the City of Bangor will discharge any mortgage and release any security interest remaining in the assets of Affiliated Laboratory Inc. FURTHER RESOLVER 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 30 M.R.S.A. 31064, 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. FURTHER RESOLVED 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 indebtedness 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. -6-