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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. �. Department Ne Manager's Comments: C+E • D unflQ K&*i& a 4 O t906 Q&,, '#' 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( �i 99-160 ORDER Tir e, eathoriziag gosiaess 0evelapnent Lova - RC/H9 Corporation ...................................... ................................... ����tecz�i�— �ea .......... relic 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