HomeMy WebLinkAbout1999-03-22 99-140 ORDERCOUNCIL ACTION
Date: March 22 1999 Rern No. 99-160
hem/Subject: Authorizing Business Development loan- -RC/BH Corporation
Responsible Department Community and Economic Development
Cmmmmtary:
RC/BH Corporation has applied for a City loon be furnace the purcbase of 739 Win Road. The purchase price
is $250,000. The buyer will pay $50,000, is applying for a $50,000loan from the Ban Air Corporation and
$150,000 from the City. The property will be used as d¢ rew location for RC/BH Corporation d/b/a
Commercial Refrigeration which is being relocated from TI Railroad Street.
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Department Ne
Manager's Comments: C+E • D unflQ K&*i& a 4 O
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'#' City Manager
Associated lnfornedon: O Astiv./-Audi Aon-�tDa;C'
Budget Approval:
t u/'
Finance timaor
Legal Approval:
City solnuor
VU
In raced For
Passage
_ First Reading Page of
Referral
99-140
Awigned to CouncOor VSiJa It March 22, 1999
CITY OF BANGOR
Audsonv�Business Dme[opm Loan-.RCBHCDMmation
BV the atr Commit blue My of Beeline.
ORDERED,
THAT the applicaion ofRC/BH Corpomfion for a Business Development Lion be
approved. Said loan shall beintheamount of$150,000, haveaterm of5 years, with payments
based on a 20 year minimization schedule, with the outstanding balance due at the and of the five
year term, with an interest rate of '13/4%, and subject to such other terms and coMitions
substantially as contained in a Promissory Note and Agreement and Mortgage Deed, copies of
which are attached hereto and in a final form approved by the City Solicitor or Assis ant City
Solicitor.
m CITY CORRCII.
Mrch 22, 1999
Mtlaa for Passage !lade and
secanaed
Passed
&<�oC RB "LC(
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99-160
ORDER
Tir e, eathoriziag gosiaess 0evelapnent
Lova - RC/H9 Corporation
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Councilman
MORTGAGE DEED
RC/BH Corporation, a corporation duly organized and existing under the laws of
the State of Maine, having a principal place of business in Bangor, County of Penobscot,
State of Maine (hereinafter "(ha m"), for consideration paid by the City of Bangor, a
municipal corporation organized and existing under the laws of the State of Maine and
having its ptincipal office at Ti Harlow Street, Bangor, County of Penobscot, State of
Maine, grants to said City of Baugor (hereinafter "Grantee'), with Mortgage
Covenants, to secure payment of One Hundred Fifty Thousand Dollars ($150,000.00)
with 7 75% interest per annum, payable in five years from May 1, 1999 as provided in the
Promissory Note of even date, the real estate located in Bangor, County ofPenobscoa,
State of Maine, boundet and described as follows:
DESCRIPTION
Together with all easements, rights, privileges and appurtemnces thereunto
belonging or in arty wise appertaining or in my mamma connected therewith.
Gmming also to the Mortgagee herein, their successors and assigns forever, my
and all rights, privileges, appurtenances and easements belonging to the granted estate as
attended by Title 33, M.R. S.A. Section 773.
Together with all machinery, equipment, apparatus, beating, plumbing and lighting
fixtures, and other fixtures now or hereafter attached to or used in wmection with said
premiss.
Together with all rights, essemem, privileges and appurmences belonging to the
premises hereimbove described including, but not fimlted to, all leases, ruts, issues and
profits thermf and all awards and payments, and the rights to receive the same, which may
be made with respect to the prenrises as the result of the exenise of the right of moment
domain, or the alteration of the grade of any street. The Grantor agrees to execute and
defiver, from time to time, such further instruments as may be requested by Grantee to
unfirm any and all such assignments to the Grantee of any such ruts, issues, profits,
awards, and paymems.
In addition to the statmory mortgage covenants, the Grmtor hereby wvmaM and
agree as follows:
1, That this astronaut shall constitute a security agreement with respect to my
and all machinery, equipment, chmehs, articles of personal property, and fixtures now
cunei by Grantor or hereinafter acquired and all additions, accessions, substitutions and
replacements thereto and therefor, my and all of which are hermadher referted to as the
"Collateral' and Grantor hereby giants and conveys to Grmtce, its successors and assigns.
asecurityimeresntherem Upon default of my term, condition or caveman ofthis
mortgage and acceleration of any indebtedness hereby secured, the Grantee may, at its
discretion, require the Grantor to assemble the collateral and make it available to the
Grantee at a place reasonably corvenient to both parties to be designated by the Grantee.
The Gramss shall give the Gramm notice, by certified mail, postage prepaid, athe time
and place of any public sale of any athe Collateral or of the time any private sale or other
intended disposition thereof is to be made by sending notice to the Grantor at least seven
(n days before the time of the nate or other disposition, which provisions for notice the
Grantor and Gramm agree are reasonable; provided, bowever, that nothing herein shall
preclude the Gramee from proceeding m to both real and personal property in accordance
with Grantor's rights and remedies in respect ofthe real propertytrounce shall have all
ofthe remedies of a secured party under the Uniform Commercial "am now in effect in
the Spite of Maine, read such further remedies as may from time to time hereinafter be
provided in Maine for a secured. party. Grantor agrees What all rights of Grantee as to said
collateral and as to said real estate, and rights and interest appurtenant thereto, may be
exercised together or separately and further agrees that in exercising its power of sale as
to the Collateral and as to said real estate, and rights and interest appurtenant thereto, the
Grmnce may sell the Collateral or any part thereof, either separately from or together with
the said real estate, rights and interest appurtenant thereto, or any part thereof, all as the
Grantee may in its discretion elect.
2. It is an additional condition of the Grantor herein for breach of which
foreclosure may be claimed and for breach of which all indebtedness secured hereby may
be declared due and payable a once, that title to the within described mortgaged premims
shall not pass from Grantor by dead, mortgage, or operation of law, or from any
subsequent title holder, either voluntarily or involuntarily and that Grantor shah not assign,
transfer or convey any interest in the premises or suffer or permit any encumbrance
thereof Tats condition shall continue un it all indebtedness and obligations secured hereby
are satisfied, and permission given, or election not to foreclose or accelerate said
indebtedness by Grarme, its succomens or assigns, as to my one such transfer, shall not
constitute a waiver of any rights of Gratin, its successors or assigns, as to any
subsequent such transfer of title as to which this condition shall remain in full force and
effect. The term title as used humin shall mean the estate of the Grantor subject to the lien
of the Mortgage.
3. Grantor shall not, volu rmily or involuntarily, assign, transfer, sell or convey the
Gramor's interest in the above-described premises, nor suffer or permit the creation of a
lien or encumbrance on the above-described premises wirlwut prior written consent of the
Gramm, provided that, granting of a security interest in business inventory or personal
propenry to be located on the said premises shall not constitute a violation of this
coveuem. For the purposes of this Mortgage and Promissory Note secured thereby, the
parties herein agree that the exaction by the Grantor or its repreaentstives, agents,
successors, or assigns, of a land sales contract shall constitute a "sale' ofthe premises and
that a conveyance or disposition by inheritance or devise of the mortgaged premises shall
constitute a "transfer" ofsaid premises other that by survivorship as joint tenants.
99-140
4. Upon any said sale or transfer of the mortgaged premises without the prior
written consent of the Gramme, the Note secured hereby shall become due and payable, as
of the date of said We or transfer, in Poll, together with all accrued interest thereon.
5. Grantor shall pay all real estate taxes, City of Bangor sewer charges and fire and
casualty insurance premiums when due.
6. Grantor shall maintain fere and casualty insurance on the mortgaged premises
during the full mortgage term, until final payment, in a minimum amount of $325,000.00,
with Gramee as loss payee in the event of fire or other casualty as Grantee's interest may
appy
7. Gramor shall secure and mountain the mortgaged premises in a safe and
tenantable condition in compliance with all applicable laws, codes and ordinances. This
clause shall require Grantor to maintain all building systems, do roof and swcturdl repairs
as needed, and other such maintenance as necessary to protect the stmctura integrity and
apparmance of the demised premises against deterioration or decay.
It Grantor shall promptly obtain discharges of story attachments, mechanics liens, or
similar lien claims made or asurted by any agent, attorney, employee, contractor, or other
person having a relationship with Grantor in regard to the mortgaged premises, on
income of goads or services provided to the Grantor or Grantor's tenants or clams made
against the Grantor or Grantor's tenants on account of events occurring on or conditions
ofthe mortgaged premises.
9. This Mortgage is not assumable by any third party. This Mortgage and debt
hereby severed shall remain the liability of the Grantor until full payment of all
indebtedness secured hereby is made to Grouse in accordance with the terms and
conditions hereof
10. This Mortgage sball also serve as a financing statement with respect to arty and
all fixtures of the Grantor (Debtor), whether now owned or hereafter acquired, which are
or may become affixed in the above described premisee. Information concerning this
security, interest in futures may be obtained fiord the Grantee (Secured Party) at 73
Harlow St., Burger, Mane 04401, the mailing address of the Greater (Debtor) is 739
Odfir Road, Burger, Maine 04401. Proceeds of Collateral (including insurance proceeds)
ere also covered, although no disposition of Collateral by Grantor (Debtor) is thereby
authorized.
11, Grimm's Remedies. If breach of any of the covermnts, temts and/or
conditions of this Mortgage or the Promissory Note of even date secured hereby is not
remedied within twenty (20) days after ounce ofGreator's rigor to cure has been given by
mal or otherwise, the Grantee may, at its sole option, declare all sums sauced by this
Mortgage to be immediately due and payable. If the Grantee exe ises such option to
accelerate, Grantee shall mail to Grantor notice of mid acceleration.
Such notice shall provide a period of not less than thirty (30) days from the data
notice is mailed within which Grantor must pay the sums declared due. If Grantor fails to
pay such sums prior to the expiration of such period, Grantee may, without fir dear notice
or demand on Grantor, invoke any remedies permitted by law.
Atry failure to exercise said option shell not constitute a waiver of the right to
«ercise the same at any other lime.
No delay "a Grantee in exercising any of its rights or remedies hereunder, or
otherwise afforded by law, slmll operate as a waiver thereof or preclude the exercise
thereof by Grantee.
All notices given under or pursuant to this Mortgage shall be deemed sufficiently
delivered if mailed by regular U.S. first class mail, postage prepaid, respectively to the
following addresses:
GRANTEE'S ADDRESS: CITY OF BANGOR
Department of Community & Economic Development
Bangor City Hall
73 Harlow Street
Bangor, Maine 04,101
GRANTORS' ADDRESS: RC/BH Corporation
739 Odlin Road
Burger, Meme 04401
This Mongage is upon the Stationary Condition and upon the further condition
that all covenams and agreements on the pan of the Grantor herein undertaken shall be
Polly and reasonably performed and that no breach of any of the conditions specified herein
or N the Pmmissnry, Note secured hereby shell be pemdtted, for any breach of any of
which the Grantee, it successors or assigns, shall have the remedies provided by law.
WITNESS our hands and said this _day of March, 1999.
Witness Robert Cadorette
president: RCBH Corporation
99-160
STATB OF MAINB
PENOBSCOT, as. March_, 1999
Then personally appeared the above named Robert Cadorette, President of
RC/BH Corporation and acknowledged the faregoing instrument to be his free net and
deed in his said capacity and the free act and deed ofRCBH Corporation..
Before me,
Notary Publir/Attomey-at-law
PROMISSORY NOTE AND AGREEMENT
(Commercial Note)
LENDER/CREDITOR: City of Bangor, 73 Harlow St., Bangor, ME 04401
BORROWER/DEBTOR(s): RC/BH Corporation, 739 Odlin Road, Bangor, ME 04401
FOR VALUE RECEIVED, the above-named BORROWER/DEBTOR(s),
hereinafter collectively referred to as DEBTOR, jointly and severally (if more than one
DEBTOR), promises(s) to pay the CITY OF BANGOR (hereinafter termed CITY) at its
Office at 73 Hadow Street, Bangor, Maine, the sum of: One Hundred Fifty Thousand
Dollars ($150,000), or so much thereof as may be advanced, with the interest upon the
principal sum thereof from time to time advanced, computed from Ne date of each
advance and to pay interest on the unpaid principal amount of this Note from me date
hereof at the rate of 7.75% per annum until paid. Both principal and interest on this
Note are payable in monthly installments of $1,231.42 (which payments are based
upon an amortization schedule of twenty years). The first installment being due on May
1, 1999 and the last such installment due on April 1, 2W4, when all principal and
interest remaining unpaid shall be due and payable in a single balloon payment, not
withstanding the foregoing amortization schedule.
All payments of principal and interest shall be applied as follows: (1) to payment
of any fees, expenses or other costs the DEBTOR is obligated to pay hereunder or
under the terms of the Mortgage or the loan documents (as such tens is hereinafter
defined, (2) to all accrued and unpaid interest on the unpaid principal balance of this
Note; and (3) the remainder to the unpaid principal balance of this Note, until the same
is paid in full.
Interest shall be computed as if each full calendar year consisted of 360 days
and each full calendar month consisted of 30 days, for actual number of days elapsed.
The DEBTOR reserves the right to prepay at any time all or any part of the
principal amount of this Note without the payment of any penalties or premiums. Upon
final repayment of the principal amount of this Note, the amount of interest due shall be
re -calculated and adjusted to reflect any early or late payments made by the DEBTOR.
If any installment due and payable hereunder is in default for a period of 20 days after
notice of DEBTORS right to cure is given, the CITY may declare me entire debt in
default and require the immediate payment of Ne unpaid principal amount of this Note,
together with accrued interest. Failure of the CITY to promptly give Notice of Right to
Cure or to promptly take any other actions necessary to accelerate the amounts due
hereunder, shall not constitute a waiver of default, nor shall it be a bar to exercise of
any of the forgoing rights at a later date.
This Note is a mortgage note and is secured by a mortgage and security
agreement of even date herewith, made by DEBTOR to the CITY (the "Mortgage),
affecting property more particularly described therein. Al of the covenants, conditions,
provisions and
agreements contained in the Mortgage are by this reference incorporated herein and
made part of
The DEBTOR shall be in default under this Note when the prospect of payment,
performance or realization of collateral under this Note is significantly impaired. The
following shall constitute a significant impairment of the prospect M payment,
performance or realization of collateral:
(1) Death of a principal of DEBTOR, insolvency, assignment for the
benefit of creditors, the commencement of any proceeding under any
bankruptcy or solvency laws by or against the DEBTOR;
(2) Lass, theft, substantial damage to or destruction of the wllaterel
not covered by insurance;
(3) Sale, or prior encumbrance of the collateral;
(4) Failure to renew insurance on the collateral; or termination of
insurance on the colateral when substitute insurance is not obtained
before the insurance coverage temlinates.
DEBTOR does hereby waive presentment, demand, protest, notice of
protest, demand and/or nt dishonor, and the DEBTOR hereby waives, to the extent
authorized by law, any and all homestead, and other exemption rights which otherwise
would apply to the debt evidenced by this Agreement.
If suit is instituted by the CITY to recover upon this Note, the DEBTOR agrees to
pay all reasonable attorneys fees not in excess of 15% of the unpaid debt after default
together with any and all court costs.
SECURITY: This Note is secured by a mortgage on property located at 739 Odlin
Road, Bangor, Maine.
B any obligation or portion of this Note is determined to be invalid or
unenforceable under law, it shall not affect the validity or enforcement of the remaining
obligations or portions thereof This Note shall be construed in accordance with and be
governed by, the laws of the Stale of Maine.
NOTICE TO DEBTOR: 1) Do not sign this Agreement before you mad it. 2) You are
entitled to a copy of this Agreement. 3) You may prepay the unpaid balance at any
time without penalty, except for minimum charges as permitted by law.
By the signatures) below, DESTOR(s) agres(s) to the terms of this Agreement
and Promissory Note and acknowledges receipt of one completed copy of this Note and
Me disclosures, and acknowledges that the DEBTOR(s) have read and islam bound by
the same. If the undersigned shall consist of more than one individual or entity then the
obligations of the undersigned under this Note shall be joint and several.
Date:
RC/BH CORPORATION
Witness Robert Cadoreue
President
STATE OF MAINE
Penobscot, ss.
Then personally appeared me above named Robert Cadorette, President of
RC/BH Corporation and acknowledged the foregoing instrument to be his free act and
dead in his said capacity and the free act and deed of mid corporation.
Before me,
Notary Public State of Maine