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REPORT OF THE SPECIAL MEETING OF GORHAM TOWN COUNCIL
January 14, 2004
The meeting opened with the Pledge of Allegiance to the Flag.
Roll Call of Council: Present: Chairman Loveitt; Councilors Dugas, Willett, Hamblen, Justice and Phinney; David Cole, Town Manager; and Brenda Caldwell, Town Clerk
Absent: Councilor Robinson
Item #6909. The order, as moved, seconded and VOTED at the January 6, 2004 meeting resulting in the following:
WHEREAS, the voters of the Town of Gorham, Maine (the "Town") approved the issuance of up to $3,150,000 of the Bonds of the Town at Town referendum elections duly called and held on June 10, 2003 and November 4, 2003 pursuant to Maine law in order to finance up to $350,000 for a new ariel platform fire truck, which is a combination fire pumper truck and ladder truck, to be jointly purchased and owned with the Town of Windham and up to $2,400,000 for demolition of the two oldest portions of the Shaw Middle School on South Street and the renovations of the remaining structure to house the Superintendent of Schools office, the Townfinancing up to $400,000 to replace and improve the roof of the Narragansett School in Gorham as described in the referendum question approved in the November 4, 2003 referendum election of the Town, all as more particularly described in the Town Election approvals; and
WHEREAS, the Gorham Town Council desires that General Obligations Bonds of the Town be issued to finance such projects; and
NOW, THEREFORE, be it voted and ordered by the Town Council of the Town as follows:
1. Bonds Authorized and Purpose of Issue. Pursuant to Maine law, the charter of the Town, votes duly adopted by the inhabitants of the Town at Town Elections duly called and held on June 10, 2003 and November 4, 2003, and all other authority thereto enabling, the Town Treasurer is hereby authorized and empowered in the name and on behalf of the Town to borrow up to $3,150,000 to provide funds for (a)refunding of the $2,400,000 ban for the demolition of the two oldest portions of the Shaw Middle School on South Street and the renovations of the remaining structure to house the Superintendent of Schools office, the Town(b)financing $350,000 for a new ariel platform fire truck, which is a combination fire pumper truck and ladder truck, to be jointly purchased and owned with the Town of Windham, as described in the referendum question approved in the June 10, 2003 referendum election of the Town, and (c) financing $400,000 for to replace and improve the roof of the Narragansett School as described in the referendum question approved in the November 4, 2003 referendum election of the Town. The Town Treasurer is hereby authorized to issue and sell general obligation bonds (the “Bonds”) in the total aggregate principal amount not to exceed $3,150,000 and to determine the date, maturities, denominations, interest rate or rates, place of payment, paying agent and registrar, form and other details of the Bonds including the signing and delivery of said Bonds on behalf of the Town. The Bonds shall be executed in the name of the Town by its Treasurer, and countersigned by the Chairman of the
Town Council, and be in such form and contain such terms and provisions, not inconsistent herewith, as the Treasurer may approve, his approval to be conclusively evidenced by his execution thereof. The Treasurer is hereby authorized to provide on behalf of the Town that any of the Bonds may be made redeemable or callable, with or without premium, prior to maturity.
Section 2. Authorized Officers. If any of the officers or officials of the Town who have signed or sealed the Bonds shall cease to be such officers or officials before the Bonds so signed and sealed shall have been actually authenticated or delivered by the Town, such Bonds 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 had not ceased to be such officer or official; and also any such Bonds may be signed and sealed on behalf of the Town by those persons who, at the actual date of the execution of such Bonds, shall be the proper officers and officials of the Town, although at the nominal date of such Bonds any such person shall not have been or be such
officer or official.
If the Treasurer, Town Clerk, Chairman of the Town Council or any other Town Official is for any reason unavailable to approve and execute the Bonds or any of the Bond 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 himself performed such act.
Section 3. Sale of Bonds. The Treasurer is hereby authorized and empowered to execute and deliver such bond purchase agreements, contracts, agreements, notices of sale and certificates as may be necessary or appropriate in connection with the sale of the Bonds. In connection with the sale of the Bonds, the Treasurer is hereby further authorized to prepare, or cause to be prepared, a Official Statement for use in the offering and sale of the Bonds, such Official Statement to be in such form and contain such information as may be approved by the Treasurer, and the distribution of the Official Statement in the name of and on behalf of the Town in connection with the offering of the Bonds is hereby approved.
Section 4. Book-Entry Form. The Treasurer is hereby authorized to undertake all acts necessary to provide for the issuance and transfer of such Bonds in book-entry form pursuant to the Depository Trust Company Book-Entry Only System, and the Treasurer is hereby authorized and empowered to enter into a Letter of Representation or any other contract, agreement or understanding necessary or, in his opinion, appropriate in order to qualify the Bonds for and participate in the Depository Trust Company Book-Entry Only System.
Section 5. Tax Covenants. The Town covenants and certifies that no part of the proceeds of the issue and sale of such Bonds authorized to be issued by the foregoing Orders (including any notes and bonds in renewal thereof) shall be used, directly or indirectly, to acquire any securities and obligations, the acquisition of which would cause such bonds of the Town to be "private activity bonds" or "arbitrage bonds" within the meaning of Sections 141 and 148, respectively, of the Internal Revenue Code of 1986, as amended (the "Code"). The Treasurer is hereby authorized and directed to execute any certificate or agreement to confirm the foregoing and to covenant, certify, and agree, on behalf of the Town, for the benefit of the holders of such Bonds, that
the Town will file any required reports and take any other action that may be necessary to ensure that interest on the Bonds will remain exempt from federal income taxation under the Code, and that the Town will refrain from any action that would cause interest on the Bonds to be subject to federal income taxation under the Code.
Section 6. Reports and Further Information. The Treasurer is hereby authorized to covenant, certify and agree, on behalf of the Town, for the benefit of the holders of the Bonds, that the Town will file any required reports, make any annual financial disclosure and any material event disclosure, and take any other action that may be necessary to ensure that the disclosure requirements imposed by the Securities and Exchange Commission or any rule or order thereof, if applicable, are met.
Section 7. Further Actions. The Treasurer and other proper officials of the Town be, and hereby are authorized and empowered in its name and on its behalf to do or cause to be done all such other acts and things as may be necessary or desirable in order to effect the issuance, sale and delivery of the Bonds hereinabove authorized. Any such action taken or document executed or consent given by such officer in his capacity as an officer of the Town shall be deemed to be an act by the Town.
Section 8. Effective Date. This Bond Order shall take effect immediately.
The meeting recessed for a Council Workshop.
Moved, seconded and VOTED to adjourn. Time of adjournment - 9:00 p.m.
A TRUE RECORD OF MEETING Attest:
D. Brenda Caldwell
Town Clerk
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