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HomeMy WebLinkAbout1981-01-26 81-82 RESOLVE81-82 Introduced by Councilor Soucy, January 26, 1981 CITY OF BANGOR (TITLE.) A08ph10t.... Bangor.datarnational... Airpazk...-..Adams-RusselL__. _.. BVW L\tv Cou,wi! o(Ne Ctity of BaaWr: RESOLVED. WHEREAS, the City of Bangor, acting pursuant to the Municipal Securities Act (the Act), as amended, (30 M.R.S.A.§ 5325 at seq.) has applied to the Maine Guaranty Authority (MCA) for approval of the issuance by the City of Bangor of a Revenue Obligation Security in connection with the construction of build- ings on real estate presently owned by the City and located on Maine Avenue at Bangor International Airpark, to be known as the Adams -Russell Co., Inc. Anzac Division Project, and WHEREAS, under date of January 22, 19812 MGA issued its Certificate of Approval pursuant to f 5328 of the Act, NOW B8 IT RESOLVED that, pursuant to the Act, the City of 'Bangor is hereby authorized to construct upon Lot 21, Maine Avenue, Bangor International Airpark, as shown on a plan thereof recorded in File Nos. D-626-76 and D -626-76A, Penobscot County Registry of Deeds with amendments dated August 28, 1978 and June 25, 1979 filed in File Nos. D-86-78 and D-0-79, respect- ively, Penobscot County Registry of Deeds (the Parcel) buildings and related facilities (the buildings and related facilities being collectively referred to as the Project), in accordance with the order of its City Council dated January 12, 1981 for a -total cost to the City of Five Hundred Ten Thousand Dollars (5010,000). FURTHER RESOLVED that the City of Bangor is hereby authorized, pursuant to the Act-, to issue a Revenue Obligation passed as amended CL y Clerk /~V In City council January Uggal Amendad page 3 tat paragraph 81-82 delete the words any moben M and add Chairman apage paragraph p e s o L v e o7 lettered P 3rd line Delete the P 339 words a member add the words ' the Chairman a� in the StL ClryL& lineSam Delete Apek sum Russell C/IY forCo.Inc.evelopment thewords Designated the Co�orInc 4 C( purpose on page 6 last para- graph Delete id 'the 2nd line the words a wOber an add the words the Chairman also Sam line Delete the words designated by the Council passed as amended CL y Clerk /~V Security to Northeast Bank S Trust Co. in the aggregate principal amount of Five Hundred Ten Thousand Dollars ($510,000) (the Security) to reimburse the City for its cast of constructing the Project. FURTHER RESOLVED that the obligation represented by the Security shall be secured by a Trust Agreement between the City of Bangor and Northeast Bank S Trust Co. 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 such terms and conditions as may be required by the Act. FURTHER RESOLVED that the Project shall be leased t0 Adams-RUSSell Co., Inc., a Massachusetts corporation, pursuant to a lease agreement (the Lease Agreement) between the City of Bangor and Adams -Russell Co., Inc., (the Tenant), said Lease Agreement to contain such provisions and to be subject to such terms and conditions as shall be approved by the City Council or a majority thereof, including such terms and conditions as may be required by the Act. FURTHER RESOLVED that the City of Bangor is hereby authorized to lease to the said Adams -Russell Co., Inc., the said Lot 21 hereinbefore described for a terns of 20 years with options on the part of the Lessee to renew the Lease for two successive periods of 10 years each pursuant to Agreement which shall contain such further terms and conditions as the City Manager or such committee or committees having jurisdiction over said premises shall determine. -2- FURTHER RESOLVED that the Security shall be in the form of a promissory note, bond or such other evidence of indebtedness as the City Treasurer and any member of the City Council designed by the Council for the purpose shall determine, and shall be subject to the following terms and conditions: a. The Security shall be dated as of the date to be determined by the officers hereinafter authorized to execute the Security. b. The Security shall be issued and sold.at a price of one hundred percent (1001) of its principal amount. C. Subject to the prepayment provisions of the Trust Agreement, One Hundred Seventy Thousand Dollars ($170,000) of the principal amount of the Security shall bear interest at the rate of 7% per annum for the full term thereof and Three Hundred Forty Thousand Dollars ($390,000) of the principal amount shall bear interest at the rate of 98 per annum during the first five years of the Security's term, at the rate of 11% per annum during the second five years of the Security's term, and at the rate of 138 per annum during the third five years of the Security's term. 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 15 years, commencing on the day which is one month following the date of the Security. e. The Security may be redeemed or prepaid without penalty or premium at the option of the City of Bangor, which -3- option shall be exercised only at the request of the Tenant. All funds necessary for redemption or prepayment, including payment of interest to date of redemption, shall be provided by the Tenant. The Security and the Trust Agreement may provide that 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, the Tenant shall immediately pay to the holder of the Security the difference between the interest rates 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 of issue of the Security and terminating on the date of such determination, and shall continue to pay such difference until the Security is prepaid in full or until it matures. £. 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 a member of the City Council designated for the purpose and by the City Treasurer 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 rent, lease or otherwise occupy any premises constituting a part of the Project, or to any affiliate or subsidiary of any such firm, partnership, corporation or association. -4- 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 Treasurer 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. FURTHER RESOLVED that the Security to be issued pursuant to this resolution shall not constitute any debt or liability of the State of Maine or of the City of Bangor or of any division, department or political subdivision of either, nor shall it constitute a pledge of the full faith and credit of the State of Maine or of the City of Bangor. The obligation represented by the Security shall be payable solely from rentals under the Lease Agreement, which rentals shall be pledged as security for the obligation, and the Security shall contain on its face a state- ment to that effect. Issuance of the Security shall not directly or indirectly or contingently obligate the State of Maine or the City of Bangor or any division, department or politicial sub- division of either to levy or pledge any form of taxation whatever or to make any appropriation for its payment. FURTHER RESOLVED that the Lease Agreement shall provide that revenues to the City from the rentals will at all times be -5- 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, and to pay the cost of maintain- ing, repairing and operating the Project except to the extent that the Tenant covenants to pay such costs. The Lease Agreement will provide that when the Security shall have been paid in full and all other obligations of the Tenant under the Agreement have been satisfied, then the City of Bangor will convey the Project to Adams -Russell Co., Inc, or its successors, for a purchase price of One Dollar ($1.00(. 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 30 M.R.s.A. S 5331(a(, 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 Treasurer, City Manager and a member of the City Council designated by the 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 orderto carry into effect the full purport and intent of the preceding resolutions or any of them. -6- WHEREAS, the City of Bangor, acting pursuant to the Municipal Securities Act (the Act), as amended, (30 M.R.S.A. S 5325 et seg.) has applied to the Maine Guaranty Authority (MGA) for approval of the issuance by the City of Bangor of a Revenue Obligation Security in connection with the construction of build- ings on real estate presently owned by the City and located on Maine Avenue at the Bangor International Industrial Airpark, to be known as the Adams -Russell Co., Inc., Anzac Division Project, and WHEREAS, under date of January , 1981, MGA issued its Certificate of Approval Pursuant to 5 5328 of the Act, NOW BE IT RESOLVED that, pursuant to the Act, the City of Bangor is hereby authorised to construct upon Let 21, Maine Avenue, Bangor International Industrial Airpark, as shown on a plan thereof recorded in File Nos. D-626-76 and 6-626-76A, Penobscot County Registry of Deeds with amendments dated August 28, 1978 and June 25, 1979 filed in File Nos. D-86-78 and D-68-79, respect- ively, Penobscot County Registry of Deeds (the Parcel) buildings and related facilities (the buildings and related facilities being collectively referred to as the Project), in accordance with theorderof its City Council dated January 12, 1981 for a total cost to the City of Five Hundred Ten Thousand Dollars (55101000). FURTHER RESOLVED that the City Of Bangor is hereby authorized, pursuant to the Act, to issue aRevenue Obligation Security to Northeast Bank A Trust Co. in the aggregate principal amount of Five Hundred Ten Thousand Dollars ($510,000) (the Security) to reimburse the City for its cost of constructing the Project. FURTHER RESOLVED that the obligation represented by the Security shall be secured by a Trust Agreement between the City of Bangor and Northeast Bank a Trust Co. 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 such terms and conditions as may be required by the Act. FURTHER RESOLVED that the Project shall be leased to Adams -Russell Co., Inc., a Massachusetts corporation, pursuant to a lease agreement (the Lease Agreement) between the City of Bangor and Adams -Russell Co., Inc., (the Tenant), said Lease Agreement to contain such provisions and to be subject to such terms and conditions as shall be approved by the City Council or majority thereof, including such terms and conditions as may be required by the Act. FURTHER RESOLVED that the City of Bangor is hereby authorized to lease to the said Adams -Russell Co., Inc., the said Lot 21 hereinbefore described for a term of 20 years with options on the part of the Lessee to renew the Lease for two successive periods of 10 years each pursuant to Agreement which shall contain such further terms and conditions as the City Manager or such committee or committees having jurisdiction over said premises shall determine. -2- FURTHER RESOLVED that the Security shall be in the form of a promissory note, bond or such other evidence of indebtedness as the City Treasurer and any member of the City Council designed by the Council for the purpose shall determine, and shall be subject to the following terms and conditions: a. The Security shall be dated as of the date to be determined by the officers hereinafter authorized to execute the Security. b. The Security shall ba issued and sold at a price of one hundred percent (100%) of its principal amount. C. Subject to the prepayment provisions of the Trust Agreement, One Hundred Seventy Thousand Dollars ($170,000) of the principal amount of the Security shall bear interest at the rate of 7% per annum for the full term thereof and Three Hundred Forty Thousand Dollars ($340,000) of the principal amount shall bear interest at the rate of 9% per annum during the first five years of the Security's term,. at the rate of 11% per annum during the second five years of the Security's term, and at the rate of 138 per annum during the third live years of the Security's tem. 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 15 years, commencing on the day which is one month following the date of the Security. a. The Security may be. redeemed or prepaid without penalty or premium at the option of the City of Bangor, which. -3- option shall be exercised only at the request of the Tenant. All funds necessary for redemption or prepayment, including payment of interest to date of redemption, shall be provided by the Tenant The Security and the Trust Agreement may provide that 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, the Tenant shall immediately pay to the holder of the Security the difference between the interest rates 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 of issue of the Security and terminating on the date of such determination, and shall continue to pay such difference until the Security is prepaid in full or until it matures. 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 a member of the City Council designated for the purpose and by the City Treasurer 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 aparty to any contract pertaining to the Project or which is to rent, lease or otherwise occupy any premises constituting a part of the Project, or to any affiliate or subsidiary of any such firm, partnership, corporation or association.- - -4- 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 Treasurer 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. FURTHER RESOLVED that the Security to be issued pursuant to this resolution shall not constitute any debt or liability of the State of Maine or of the City of Bangor or of any division, department or political subdivision of either, nor shall it constitute a pledge of the full faith and credit of the State of Maine or of the City of Bangor. The obligation represented by the Security shall he payable solely from rentals under the Lease Agreement, which rentals shall be pledged as security for the obligation, and the Security shall contain on its face a state- ment to that effect. Issuance of the Security shall not directly or indirectly or contingently obligate the State of Maine or the City of Bangor or any division, department or politicial sub- division of either to levy or pledge any form of taxation whatever or to make any appropriation for its payment. FURTHER RESOLVED that the Lease Agreement shall provide that revenues to the City, from the rentals will at all time be -5- 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, and to pay the cost of maintain- ing, repairing and operating the Project except to the extent that the Tenant covenants to pay such costs. The Lease Agreement will provide that when the Security shall have been paid in full and all other obligations of the Tenant under the Agreement have been satisfied, then the City of Bangor will convey the Project to Adams -Russell Co., Inc, or its successors, for a purchase price of one Dollar ($1.00). _ 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 30 M.R.S.A. 5 5331(a), 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 Treasurer, City Manager and a member of the City Council designated by the 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-