HomeMy WebLinkAbout2022-07-25 22-264 OrderCITY COUNCIL ACTION
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22-264 July 25, 2022
THAT the Finance Director, with the approval of the Finance Committee, be and hereby is authorized to
prepare, issue, and sell such bonds in the name of and on behalf of the City, at one time, or from time to time,
as one or more separate bond issues, and to determine the date(s), maturities (not to exceed the maximum
term permitted by law), denominations, interest rate or rates, place of payment, and other details of said bonds,
including the timing and provision for their sale and award, such approval to be conclusively evidenced by the
execution thereof.
THAT the Finance Director, with the approval of the Finance Committee, be and hereby is authorized to
provide that any of the bonds hereby authorized may be made subject to call for redemption, with or without a
premium, before the date fixed for final payment of the bonds, as provided in 30 A M.R.S.A. §5772(6), as
amended.
THAT in each of the years during which any of the bonds are outstanding, there shall be levied a tax in
an amount that, with other revenues, if any, available for that purpose, shall be sufficient to pay the interest on
said bonds, payable in such years, and the principal of such bonds maturing in such years.
THAT pursuant to 30 A M.R.S.A. §5772, Section 15 of Article VIII of the City Charter and any other
authority thereto enabling, the Finance Director, with approval of the Finance Committee is hereby authorized
to issue temporary notes of the City in anticipation of the forgoing bond issue, said notes to be signed by the
Finance Director, countersigned by the Chair of the City Council, sealed with the seal of the City, attested by its
Clerk, and otherwise to be in such form and contain such terms and provisions including, without limitation,
maturities (not to exceed 3 years from the issue date), denominations, interest rate or rates, place of payment,
and other details as they shall approve, their approval to be conclusively evidenced by their execution thereof.
THAT said bonds and notes in anticipation thereof shall be signed by the Finance Director, countersigned
by the Chair of the City Council, sealed with the seal of the City, attested by its Clerk, and that said bonds shall
be in such form and contain such terms and provisions not inconsistent herewith as they may approve, their
approval to be conclusively evidenced by their execution thereof.
THAT the Finance Director be and hereby is authorized and empowered in the name of and on behalf of
the City to execute and deliver all such contracts, agreements, investment agreements, certificates, instruments
and other documents as may be necessary or advisable, with the advice of counsel for the City, in connection
with the financing of the Projects and the sale, execution, issuance, and delivery by the City of the bonds and
notes, and the investment of the proceeds thereof (the “ Bond Documents”), which Bond Documents may be in
such form and contain such terms and provisions including, without limitation, the waiving of the City’s sovereign
or governmental immunity with respect to the enforceability of any of the forgoing, and such other details as he
shall approve, his approval to be conclusively evidenced by his execution thereof.
THAT the bonds and notes shall be transferable only on the registration books of the City kept by the
transfer agent, and said principal amount of the bonds and notes of the same maturity (but not of other
maturity), upon surrender thereof at the principal office of the transfer agent, with a written instrument of
transfer satisfactory to the transfer agent duly executed by the registered owner or their attorney duly authorized
in writing.
THAT the Finance Director and Chair of the City Council from time to time shall execute such bonds or
notes as may be required to provide for exchanges or transfers of bonds or notes as heretofore authorized, all
such bonds or notes to bear the original signature of the Finance Director and Chair of the City Council, and in
case any officer of the City whose signature appears on any bond or note shall cease to be such officer before
22-264 July 25, 2022
the delivery of said bond or note, such signature shall nevertheless be valid and sufficient for all purposes, the
same as if such officer had remained in office until delivery thereof.
THAT upon each exchange or transfer of bonds or notes, the City and transfer agent shall make a charge
sufficient to cover any tax, fee, or other governmental charge required to be paid with respect to such transfer
or exchange, and subsequent to the first exchange or transfer, the cost of which shall be borne by the City, the
cost of preparing new bonds or notes upon exchanges or transfers thereof shall be paid by the person requesting
the same.
THAT in lieu of physical certificates of the bonds and notes hereinbefore authorized, the Finance Director
be and hereby is authorized to undertake all acts necessary to provide for the issuance and transfer of such
bonds and notes in book-entry form pursuant to the Depository Trust Company Book-Entry Only System, as an
alternative to the provisions of the foregoing paragraphs regarding physical transfer of bonds, and the Finance
Director be and hereby is authorized and empowered to enter into a Letter of Representation or any other
contract, agreement or understanding necessary or, in their opinion, appropriate in order to qualify the bonds
for and participate in the Depository Trust Company Book-Entry Only System.
THAT the bonds and notes issued in anticipation thereof be issued an either a taxable or a tax-exempt
basis, or a combination thereof, as determined by the Finance Director, with the approval of the Finance
Committee.
THAT, if the bonds or notes, or any part of them are issued on a tax exempt basis, Finance Director be
and hereby is authorized and directed to covenant and certify in the name of and on behalf of the City that no
part of the proceeds of the issue and sale of the bonds or notes authorized to be issued hereunder and no part
of the Projects shall be used directly or indirectly in any manner that would cause such bonds or notes to be
"private activity bonds" or “arbitrage bonds” within the meaning of Sections 141 and 148 of the Internal Revenue
Code of 1986, as amended (the “Code”).
THAT, if the bonds or notes, or any part of them, are issued on a tax exempt basis, the officers executing
such bonds or notes be and hereby are individually authorized to covenant and agree, on behalf of the City, for
the benefit of the holders of such bonds or notes, that the City will file any required reports and take any other
action that may be necessary to ensure that interest on the bonds or notes will remain exempt from federal
income taxation and that the City will refrain from any action that would cause interest on the bonds or notes
to be subject to federal income taxation.
THAT, if the bonds or notes, or any part of them, are issued on a tax exempt basis, the Finance Director
be and hereby is authorized and empowered to take all such action as may be necessary to designate the bonds
or notes as qualified tax-exempt obligations for purposes of Section 265(b) of the Code; it being the City Council’s
intention that, to the extent permitted under the Code, the bonds or notes be Section 265(b) designated and
that the Finance Director with advice of bond counsel, make the required Section 265(b) election with respect
to such bonds to the extent that the election may be available and advisable as determined by the Finance
Director.
THAT the Finance Director be and hereby is authorized to covenant, certify, and agree, on behalf of the
City, for the benefit of the holders of such bonds or notes, that the City will file any required reports, make any
annual financial or material event disclosure, and take any other action that may be necessary to ensure that
the disclosure requirements imposed by Rule 15c2-12 of the Securities and Exchange Commission, if applicable,
are met.
22-264 July 25, 2022
THAT the term “cost” or “costs” as used herein and applied to the Projects, or any portion thereof,
includes, but is not limited to: (1) the cost to design, construct, renovate, refurbish, improve, acquire, replace,
furnish and equip the Projects; (2) the cost of land, easements and other real property interests, landscaping
and site preparation, utility extensions, all appurtenances and other fixtures, facilities, buildings and structures
either on, above, or under the ground which are used or usable in connection with the Projects; (3) the cost of
feasibility studies, surveys, environmental studies and assessments, engineering, plans and specifications, legal
and other professional services associated with the Projects; (4) issuance costs, including premiums for
insurance, capitalized interest and other financing charges, fees and expenses relating to the financing
transaction.
THAT the investment earnings on the proceeds of the bonds and notes, if any, and the excess proceeds
of the bonds or notes (including premium), if any, be and hereby are appropriated for the following purposes:
1. To any costs of the Projects in excess of the principal amount of the bonds or notes authorized
hereunder;
2. If the bonds or notes are issued on a tax exempt basis, in accordance with applicable terms and
provisions of the Arbitrage and Use of Proceeds Certificate delivered in connection with the sale
of the bonds or notes including, to the extent permitted thereunder, to the City’s General Fund;
3. To pay debt service on the bonds.
THAT the Finance Director, Chair of the City Council, Clerk, and other proper officials of the City be, and
hereby are, authorized and empowered in its name and on its behalf to do or cause to be done all such acts and
things, and to execute, deliver, file, approve, and record all such financing documents, contracts, agreements,
deeds, assignments, certificates, memoranda, abstracts, and other documents as may be necessary or advisable,
with the advice of counsel for the City, to carry out the provisions of the resolutions heretofore adopted at this
meeting in connection with the Projects, the issuance, execution, sale, and delivery by the City of the bonds and
notes and the execution and delivery of the documents, including the entering into of a Loan Agreement with
the Bond Bank, as may be necessary or desirable.
THAT if any of the officers or officials of the City who have signed or sealed the bonds and notes
hereinbefore authorized shall cease to be such officers or officials before the bonds or notes so signed and
sealed shall have been actually authenticated or delivered by the City, such bonds or notes nevertheless may be
authenticated, issued, and delivered with the same force and effect as though the person or persons who signed
or sealed such bonds notes had not ceased to be such officer or official; and also any such bonds or notes may
be signed and sealed on behalf of the City by those persons who, at the actual date of the execution of such
bonds or notes, shall be the proper officers and officials of the City, although at the nominal date of such bonds
or notes any such person shall not have been such officer or official.
THAT if the Finance Director, Chair of the City Council, or Clerk are for any reason unavailable to approve
and execute the bonds, notes in anticipation thereof, or any related financing documents, the person or persons
then acting in any such capacity, whether as an assistant, a deputy, or otherwise, is authorized to act for such
official with the same force and effect as if such official had themselves performed such act.
THAT any issue of bonds may be consolidated with and issued at the same time as any other issue of
bonds authorized prior to their issuance, and the bonds may be divided into multiple series and issued in separate
plans of financing, with the approval of the Finance Committee.
22-264 July 25, 2022
THAT the following resolutions required by Section C(4)(e) of the State of Maine Revolving Loan Fund
Rules, Chapter 595, Department of Environmental Protection and Maine Municipal Bond Bank (the “SRF
Regulations”), and governing the loan to be made to the City under the State Revolving Loan Fund Program be
and hereby are adopted:
(1) That a Project Account shall be created for the Projects which shall be separate from all other
accounts of the City. If operating revenues are to be used to retire the debt, a sub-account will be
established.
(2) That the Project Account shall be maintained in accordance with standards set forth by the Maine
Municipal Bond Bank and in accordance with generally accepted government account standards.
(3) That a final accounting shall be made to the Bank of the total cost of the Projects upon completion
of the Project performance certification as set out in Section G(3) of the SRF Regulations and the City
acknowledges that the Bank reserves the right at its sole discretion to be provided with a cost certification
of the Projects as built.
(4) That an annual audit of the City, prepared by a certified public accountant or licensed public
accountant be provided to the Bank for the term of the loan.
(5) That the City shall maintain insurance coverage on the Projects in an amount adequate to protect
the Bank’s interest for the term of the loan with the Bank named as loss payee.
(6) That the City will comply with any special conditions specified by the Department of Environmental
Protection’s environmental determination until all financial obligations to the State have been discharged.
(7) That the City certify to the Bank that it has secured all permits, licenses and approvals necessary
and that it has a dedicated source of revenue for repayment.
(8) That the City establish a rate, charge or assessment schedule in order to pay principal and
interest. Such rate change or schedule shall provide total operations and debt service coverage at a level
at which the coverage for the Bank is sufficient.
(9) That the City must demonstrate the ability to pay reasonably anticipated costs of operating and
maintaining the financed Projects.
(10) That the City abide by the SRF Regulations, as revised and amended and relevant State statutes
of the State of Maine.
THAT during the term any of the bonds are outstanding, the Finance Director is hereby authorized, in
the name and on behalf of the City, to issue and deliver refunding bonds on either a current or advance refunding
basis, to refund some or all of the bonds then outstanding, and to determine the date, form, interest rate,
maturities (not to exceed 30 years from the date of issuance of the original bonds) and all other details of such
refunding bonds including the form and manner of their sale and award. The Finance Director is hereby further
authorized to provide that any of such refunding bonds hereinbefore authorized be made callable, with or without
premium, prior to their stated date(s) of maturity, and each refunding bond issued hereunder shall be signed by
the Finance Director, countersigned by the Chair of the City Council, sealed with the seal of the City, attested
by its Clerk.
22-264 July 25, 2022
THAT it is the intent of the City Council that this Order constitute the City's declaration of official intent
within the meaning of Treasury Regulation §1.150-2.
IN CITY COUNCIL
JULY 25, 2022
CO 22-264
First Reading and Referral to Finance Committee on August 1, 2022
CITY CLERK
IN CITY COUNCIL
AUGUST 8, 2022
CO 22-264
Motion made and seconded to Open Public Hearing
Public Hearing Opened
Motion made and seconded to Close Public Hearing
Public Hearing Closed
Motion made and seconded for Passage
Passed
CITY CLERK