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Home My WebLink About2005-07-25 05-246 ORDERItem No. e5-246 Date: July 25 2005 Item/Subject: ORDER, Authorizing the City Manager to Execute an Agreement Relating to Purchase of Mortgage Note — G" Terrace Associates Responsible Department: Legal In IBRO, HUD via the City loaned GRS Associates $825,000 through Its Urban Development Action Grant (UDAG) program. The banns of the mortgage all for payments of interest and princlpal annually only when certain cash How hurdles are met. To my knowledge Mat has rwt yet ocourred. If the cil Flow position is not met, an Interest Is due or accrued and principal payments are trot required. The mortgage is payable in full at the end of the forty- rear term (10/20/20). GRS Associates, owners of The Terraces Housing, have approadxd the City regarding the prepayment of Its UDAG mortgage. With the continued favorable mortgage rate environment the owners would like M refinance Meir conventional commercial mortgage and make Improvements M the complex. In order to proceed with the re0nanclrg, Me owners wish to pay all UDAG mortgage for $300,000. The Rnance Committee has recommended approval. Department Head Ma er's Comments: )ClGss")�Jwl , lam. Arj City Manager Associated Informatlon: Agreement Finance Director City sollamr ••✓ passage Cahn% _First Reading Page 1 of Referral 05-266 A ignwto Coumilar Greene July 25. 2005 CITY OF BANGOR (KYLE.) ORDER, Authorizing the City Manager to Execute an Agreement Relating W Purchase of Mortgage Note—GDS Terrace Associates eyarecity ca�rormaQty Ofee .. ORDERED, WHEREAS, in October, 1980 the City loaned $825,000 to G&S Terrace Associates, said loan evidenced by a promissory note dated October 9, 1980 and a Mortgage and Security Interest dated October 9, 1980; and WHEREAS, said note is not due until October 9, 2020 with no interest or payments due until the due date; and WHEREAS, it is in the best interest of the City of Bangor W accept $300,000 offered b City Note Acquisition Company, LLC, as payment in full of the note rather than wait until the notes maturity date, Now, Therefore, By the City Council of the City of Bangor, be It hereby ORDERED, THAT the City Manager Is hereby authorized and directed, on behalf of the City of Bangor, to execute an Agreement Relating to Purchase of Mortgage between the City of Bangor and City Note Acquisition Company, LLC and such othr documents as may be necessary W sell the October 9, 1980 Note between the City and G&S Terrace Associates. Said Agrement Relating to Purchase of Mortgage Note shall be substantially in the same form as attached hereto and in a final form approved by the City Solicitor or Assistant City Solicitor. IF CITY WWC[L July 25, 205 Pea CITY C= r UMEL Autborlilaa Me Nry V to m A eemmt Felat]vg to Iurem �ae of MoetgaYe Note - fd5 Tetran ei "igaeamcaaaefor `l m-5 �/� All � , I 05-266 Anoremend Rename To Purclinam, ofM N This Agreement made this _ day of 2005 by and between the City of Banger (the "SELLER'? and City Note Acquisition Company, LLC, a Massucbuse&s humd lability company (Me "BD ), WITNESSETH - WfiEREAS, the SELLER is me payee and holder of a certain note made by G&S Twines Associates, a Maine limited parmemlup (the "BORROWER") dated October 9, 1980 m the original principal sum of EIGHT HUNDRED TWENTY-PNE THOUSAND and 00/100 (5825,000.00) (the "NOTE"); end WHEREAS, the obligations of the BORROWER as evidenced "a NOTE are seemed by a cartoon MORTGAGE (as defnW herein) dated October 9, 1980 given by the BORROWER to the SELLER eucumbeiug cermw real property with any buildings and impenmi eAls thereon shamed at and near Hancock Street in the City of Bangor, County of Penoheer, Stare Of Mame all of which is more particularly descrihd in the MORTGAGE (the "PREMISES"), as recorded with the Penobscot County Registry of Deeds in Book 3128, Page 142 (the "MORTGAGE'%and WHEREAS, the obligations of the BORROWER as evidenced by the NOTE are also assured by the museum granted pmsuma to the documents described on Exhibit "A" annexed hereto(Me "DOCUr TS'�; and WHEREAS, the SELLER wishes In sell and the BUYER wishes to purchase the NOTE and the obligations thereby evidenced and all security therefor and guamandes thereof; NOW, THEREFORE, the parties hereby agree: Article, Definition As need in this Agreement as wholly capitalized terms, the words and phrases defined in this Article shall have Me meanings herein ascribed mthem. 1.01 BORROWER is defined in the preamble. 1.02 BAYER is defnNathe preamble. Lot CLOSING is Met in Section lidl 1.04 COLLATERAL means a lien on, assignmlent of or security learned in real or personal property gaited m secure the payment of the obligations of the BORROWER evidenced by the NOTE andfor Me performance of the obligations of Me BORROWER command in Me MORTGAGE. 1.05 DEFAULT means the occumanes of an event which upon the giving of any required orrice or the expiration of any period of grace, or any combination thereof, would give the holder of the NOTE the 69M to aceelemm the maturity thereof. H01155191m213N 5400001 os -246 LW DOCUMENTS isd�lmd in the preamble. 1.0 MORTGAGErdefinedinthepreamble. 1.08 NOTEncla redintbepleamble. 1.09 PRICEmeans Three Hundr nousvW d00/100Dollals($300,00000). 1.10 . SELLER is def ed n the preamble. Article ❑ The Sale 2.01 At the CLOSING the SERER: shell sell and negotiate the NOTE to the BAYER; and shall assign the MORTGAGE and assign the other DOCUMENTS to the BUYER 2.02 At fire LT.OSWO: 2.02.1 The SELLER shall deliver to the BUYER (a) the NOTE and other WGUMEMIS; (b) inatrvments of assignment n recoNable holm where appropriate, whh respect W the MORTGAGE and the other DOCUMENTS. 2.02.2 The NOTE shall W endorsed bythe SELLER to the order of the BAYER using the fsnowing endoaement: "pay To The Ober Of City Nole Acquisition Company, LLC, Without Recourse.° 2.02.3 The BUYER shall paythe PRICE in mH. 2.03 Paymem of the PRICE by Ne BUYER may, be n any one or combination of the following Pines es the BUYER shall select (a) By wiretransfer man account designated "e SELLER; or (b) By a certified check drawn on a bank having its principal place Of business in Bangor, Mortem the order of either the BAYER or the SELLER and cwtiped by the chance bank. 2.04 All nstmmenm a assignment to be canceled and delivered purmart to §2,W3 shall be in form reassembly sa45fastoy 0 the BUYER Article Seller's Warranties dR 3.01 To induce the BUYER to inter into this Agreement, complete the purchase hereby contemplated and pay the PRICE, the SELLER hereby makes the warranties and represwmrisns contained m this Article. In no event shall the "Whhout recourse" endorsement of the NOTE affect m limit ®Y warranTy or represenmtion herein provided. In no event shat a failure to limit the liability of the SELLER order MY 99agwent required to be given hereunder result in the SELLER being liable thmeundm except for a branch of warranty m representation wnainei in this Agreement. 2 am 15719M 2/37W-NOWI 05-2" 3.02 The SELLER does not, by this Agreement, or by virtue of avy endorsement or essignment given pmsusw w this Agreemenk warrant m gnarmry, paymeat or coRwtibility of the NOTE or be value ofatry COLLATERAL. 3.03 The SELLER is be holder and owner of the NOTE, wide full power to enforce the same and on wforee all rights of be holder Unroofwi[h respect to all COLLATERAL. 3.04 The SELLER has not asalgmd hensferred to or wary way negesbeed the NOTE or any wtmest thereof nor has be SELLER granted anyone a security adored bonds. 3.05 All sigmmms on the NOTE, the MORTGAGE and be othw DOCUMENTS are aiii is and an[hmized, and nom of the NOTE, We MORTGAGE and the older DOCUMENTS have been altered. 3.06 The NOTE is mbjed ro no defense or claim or recoupment which can be assessed egainRtbe SFZLER. ' 3.07 The BORROWER is not a debtor w my bwkmpicy or wsolvency proceeding nor the subjectofareoeivership. 308 The principal and interost due under the NOTE is: (a) principal: $825,00000 - (b) Intereat $0.00 3.09 Except as disclosed in the MORTGAGE and be other DOCUMET4TS, the SELLER holds no swurity for we obligations evidenced by the NOTE. 3.10 Except for the NOTE the MORTGAGE and be other DOCUMENTS, there one no agreements (whether or ant written) or documents relating to airy of the obligatims evidenced by the NOTE, &a COLLATERAL and we other DOCUMEIYIB. 3.11 The SELLER holds no tna escrow accomn, prepaid rem account or any other resmve or fend of any kind no redeem which, pmsuznt m the DOCUMENTS, be SELLER is rearynM to apply fop We anrramrt or benefit of the BORROWER. 3.12 The SELLER has not by writing or course of nmduct waived any right of The SELLER undermry ofNe DOCIIhfENTS. 3.13 The DOCUMENTS an: presently not in DEFAULT. 3.14 The proper address on which guy notice is to he gives m the BORROWER is set font in Article VB hereof. AnickN Seller's Covenants 4.01 On read after the CWMIsiG, the SETTER will, Rom titan to doneatthe BINEWS request, join whh be BUYER w such entice as the BUYER may reasonably requite, in 3 DO115 IMI137965-0a%nl which the BORROWER is notified tbat the BAYER bas become Ne holder of the NOTE endpaymen[ to to be made br accordance with the is Y 's instructions. 4.02 The SS= shall forlbwhh remit to the BUYBR in kind, but with any necessary endorsement or assi®ment any Payment on account of the NOTE or the COLLATER sbich the SELLER shall receive after the CLOSNG. Article V The Cl vg 5.01 The CWSNG Shall take place on the dare, tbne end m the location specified in writing bytbe BUYER, but in sU events no later than 2005. Article Vl SuNivej of WgOidties, andC 6.01 All wstrranfies, represmmEom, covenants and agreement of either Party made herein shall survive the CLOSNG. Article B. Notice 7.01 All notices, demands and requests W be made hereunder sbatl be in writing end shall be sent by U.S. mail, registered or certified, postop prepaid rehm receipt requested, or by hand m courier delivery service, and shall be effective one day after so being sent when addressed as follows: (a) To the Seller at. City Of Banwr raft 73 Harltem Street Maine 0440 with a to: T ---S Hei ants. W C'P, Solficbpr 73 fB BSllml Street Maine 0440 (b) To Bayer at City Note Accubition C LLC "0 Humpluey5 Swanvpscrtt,ffi 01907 with a copy W: 4 Wl 15719M213W6540Wa1 05-266 04-246 Mcdoel F Calladon, Ewexim Sewfarth Sha P W Id�eede 2SeooALmm,$u300 Boston MassolaventsOM0 7.02 The address for nohoe so forth n Seo wn 7.01 may, from time to r'nne, be changed by notice hereunder. A Cleyp M'scellanous 8.01 This Agreement constitutes rhe complete agreement of the parties hereto with respect m the subject rather hereof and supattdes all negotiation; promises, covenants, agaemeats, or rapmsottahons. 8,02 No amendmem o waiver, of tiny provision of this Agreement shall be efiztive unlos It is to writing and signed bythe SELLER and the BW k 8.03 This Agreement shall he construed and the obligations of rise parties hereunder shall be dehrmwed in accordance with the laws of The Commonwealth of Massachusena withom regard m arty conflict of law provisions thueof. 8.04 The captions noon conmined ere inserted as a matter of convenience only rod such captions do not form a pert of this Agreement and shall not be utilised in the construction hereoG 8.05 If my tom, provision covenant or condition of this Agreement is held by a court of competent jmsdio bon to be invalid, void or nenforceabiq the nomMndo of the provisions shall remain in full fome and effect and shill in no way be allotted, impaired or invalidated. 8.06 This Agreement is binding upon the 13 3 end rile SELLER and their respective heirs, successors and assigns and anyone claiming by, through or under either ofthem. S,07 I[ Is agreed that time is oftha essence ofthie Agreement [Signrtw%w gpn on lhejoliowingpage.l 5 W115719M 2/3N 000001 IN WITNESS WEIERFAF, the parties execute Rh; Agreement as a sealed iomumem under the laws of The Commonwealth ofMasestbusetts as of the date first written above. SELLER: CITY OF BANGOR By: Ni Edward A Barrett Title: ChvI&Rvor BWER CIN NOTE ACQDISPf10N COMPANY, LLC By: Sawyer Development Co ., its Meaager By: Name: wartea C. Sawyer T'nle: President BolmlT091137965G 0001 05-266 ListofDocvmenN 1. Mortgage Now int[te original principal meant ofEigbt Hwdred] enty-Fier Thousand mul 00/100 Dollars ($825,000.00), dated October 9, 1980, made by G&S Terrece Associates to the City of Bangor. 2. Mortgage and Security Agreement. dated (Neater 9, 1980, from G&S Terrace Asmciaes to the City of Bangor, rounded with Penobscot County Registry of Deeds in Book 3128, Page 142. 3. Financing Staemwt. dialect October 9,1980, from G&S Terrace Associates to Me City of Bangor, reoarded with Peterson Coarny Registry ofDexls in Book 3128, Page 150. 4. Such tide insurance policies, opinions of orioneL sarveys, certificaes and other documents, if any, as evidence, secure or relate to the Note, the Mortgage or any other documents. 2oI1A199a90/39965A'Yla9