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Home My WebLink About1978-07-10 301 AF RESOLVE301 AF Introduced by Councilov Willey duly 10, '9e CITY OF BANGOR (TITLE.) Pwljlt, ....Revenue Obligation..Securitiea.-Cmalutions....... By the City Cwu of [he City efBulpn RESOLVED. WIUDZEAS, the City of Bangor proposes to issue Revenue Obligation Securities for the general purpose of acquiring the Winter Distributing Company, Inc. project, so called, and WHEREAS, it appears imperative that this resolve be passed and take effect and publication be effected under 30MRSA 5331 by July 11, 1978 or as soon thereafter as possible, which may be less than 10 days after adoption of this resolve, and WHEREAS, in the opinion of the City Council these facts render the immediate adoption of this resolve necessary for the preser- vation of the public peace, health and safety and constitutes an emergency within the meaning of Article III, Section 1, Charter of the City of Bangor and the Constitution of the State of Maine, and �, on June 12, 1978, the City Council of the City of Bangor adopted resolutions authorizing the City Manager to submit an application under 30 M.R.S.A. Section 5325, at seg (the Act), as amended, to the Maine Guaranty Authority for approval of the issuance by the IN CTV Comoro T06Y losigFe PASSED —_ CITY CLERY 301 AF 0 E AlVENCE OHLI TION SECURTTIES AESOLUlI0N3 City of Bangor of a Revenue Obligation Security the principal amount of which shall not exceed Five Hundred Thousand Dollars ($500,000), in connection with the acquisition of real estate and the construction of a building and related facilities, all of which shall comprise the Winter Distributing Company, Inc. Industrial Commercial Project (the' Project) to be located on Lot W20 and a portion of Lot W19 in the Target Industrial Plaza West Subdivision; and WHEREAS, the above described application has been submitted and approval by the Maine Guaranty Authority has been received; NOW BE IT RESOLVED that pursuant t0 the Act, the City Of Bangor is hereby authorized to acquire real estate and to construct a building and related facilities (the Project) for municipal purposes in accordance with the Resolutions of June 12, 1978, for a total price of Four Hundred Twenty -Five Thousand Dollars ($425,000). FURTHER RESOLVED that in order to obtain the funds for the purpose of the acquisition and construction referred to, the City of Bangor, pursuant to the Act, is hereby authorized to borrow from The Merrill Trust Company, and to issue and sell to The Merrill Trust Company, a Revenue Obligation Security in the aggregate principal amount of Four Hundred Twenty -Five Thousand Dollars ($425,000) (the Security). -2- FURTHER RESOLVED that the obligation represented by the Security 'shall be 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 construction of the Project having been completed, it shall be leased to Winter Distributing Company, Inc.,'a Abode Island corporation, pursuant to a Lease Agreement (the Lease Agreement) between the City of Bangor and Winter Distributing Company, 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 terms and conditions as may be required by the Act. FURTHER RESOLVED that the Securitys shall be in the form of a promissory note, bond or other evidence of indebtedness as the City Treasurer and the. Chairman of. the City Council shall determine and shall be subject to the following terms and conditions: 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 (1000 0£ its principal amount. -3- C. The principal amount of the Security shall be repaid at the rate of $28,333 per annum for each of the first fourteen (14) years following the date of issue.Each repayment shall be on the anniversary of the date of issue, with the balance of $28,338 tO be repaid on the fifteenth (15th) anniversary of the date of issue. - d. The Security shall bear interest at the rate of six percent (68) per annum, payable semi-annually, commencing six (6) months after the date of issue. e. The Security may be redeemed or prepaid in its entirety at the option of the City of Bangor. Redemption or prepayment may be made on any repayment date on or after the first principal repayment date, it a price of one hundred three percent (103%) of the outstanding principal amount, declining by one percent (1%) on each anniversary thereafter to one hundred percent (100%) of principal amount after the anniversary, 1983. 1- The Security shall be subject to mandatory redemption or prepay- ment in full, at one hundred percent (100%) of principal amount, an the event that at any time the Security fails to qualify as an industrial development bond, interest onwhichis exempt from Federal income tax pursuant to $ 103 0£ the Federal Internal Revenue Code. At the option of the Tenant, the Security may be prepaid at one hundred percent (100%) of the principal amount in the event (i) the project shall be condemned or taken by eminent domain, destroyed or damaged to the extent that the Tenant is unable to con- duct its business at the Project, or , (ii) The Lease Agreement becomes void, unenforceable or impossible Of performance due to Changes in Federal Cr Ctate law, Or - -4- (iii) the Tenant is required to cease operations at the Project as the result of any governmental action, or (iv) the Project, in the opinion of the Tenant, becomes no longer useful for the purpose for which it was intended. Upon any redemption or prepayment of the Security, accrued interest shall be paid to the date of prepayment. All funds necessary for redemption or prepayment, whether made at the option of the city of Bangor or of the Tenant, shall be provided by the Tenant. f. The Security shall be in registered form and may be issued as a single document or as separate documents as may be provided in the Trust Agreement. The Security shall be manually executed by the Chairman of the City Council 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 con- tract 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 thereof. h. The proceeds of the Security shall be used solely for purposes 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 form satis- factory to the City Treasurer an appropriate document of .indemnity pro- tecting the City of Bangor from any claim or obligation with respect to the Security asserted to have been mutilated, destroyed or lost. -5- FURTHER RESOLVED that the Security to be issued pursuant to this resolution shall not constitute any debt or liability of the City of Bangor or any division, department or political subdivision thereof, nor shall it constitute a pledge of the full faith and credit 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 statement to that effect. Issuance of the Security shall not directly or 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 Lease Agreement shall provide that revenues to the City from the rentals will at all times be sufficient to pay the principal of and interest on the Security as the same shall becomedue and payable and to create and maintain reserves for such purposes, and to pay the cost of maintaining, 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 winter 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 amonded, 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 the Chairman of the City Council, acting singly, be and each of than 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. FURTHER RESOLVED that The Merrill Trust Company, as Trustee under the Trust Agreement, deliver to the City Treasurer an appropriate bond (which may be in the form of a guarantee or an assurance by The Merrill Trust Company) assuring a faithful performance of its duties under the Trust Agreement. FURTHER RESOLVED that it is hereby determined that the sale of the aforesaid Four Hundred Twenty -Five Thousand Dollar ($425,000) principal amount of Revenue Obligation Securities pursuant to these- resolutions is held to be in the best interest of theCity of Bangor. -7-