6:00 P.M. - Executive Session:
Councilor Hutchins moved, Councilor Scheckel seconded
Ordered, the Gray Town Council will enter into Executive Session, pursuant to Title 1, Chapter 13, Subchapter 1, Section 405, Subsection 6-E: “Consultations between a body or agency and its attorney concerning the legal rights and duties of the body or agency, pending or contemplated litigation, settlement offers and matters where the duties of the public body's counsel to his client pursuant to the code of professional responsibility clearly conflict with this subchapter or where premature general public knowledge would clearly place the State, municipality or other public agency or person at a substantial disadvantage (specifically relative to Twinbrook Camping Area).
5 yes
The Council exited the Executive Session at 7:00 p.m.
Roll Call
Councilors Matt Sturgis, Mark Grover, Margaret Hutchins, Tracy Scheckel, Peter Gellerson
Town Manager Deborah Cabana
Pledge of Allegiance to the Flag
Councilor Sturgis moved; Councilor Scheckel seconded
Ordered, the Gray Town Council Resolves that upon the recommendation of Paul F. Driscoll, Esq. of the firm of Norman, Hanson & DeTroy, LLC as special counsel to the Town of Gray as to matters associated with the pending litigation with Twin Brooks Camping Area, LLC, the Town of Gray Town Council hereby directs that the form of Consent Judgment annexed hereto as Exhibit A in the matter styled Town of Gray v. Twin Brooks Camping Area, LLC, Docket No. CV-08-1622, presently pending in the District Court of the State of Maine, Division of South Cumberland, be submitted to a public hearing at the Town Council’s regularly scheduled February 17, 2009 meeting for purposes of soliciting public comment and for consideration by the Town Council of the final approval, modification or rejection of the
Consent Judgment at the February 17, 2009 meeting; and
Be it further resolved that the Town Manager, the Code Enforcement Officer and Mr. Driscoll be, and they are hereby, authorized to disseminate copies of the proposed Consent Judgment to the public at large and to any persons who may desire to review the proposed Consent Judgment in advance of the February 17, 2009 Town Council meeting; and
Be it further resolved that a copy of the proposed Consent Judgment be maintained for public review at the Town of Gray Municipal Offices for review by the public during regular business hours.
5 Yes
Others present and speaking: Zoe Adams, Skyler Dombrowski, Jean Bibber,Wade Trudel, James
Monroe, Fran Monroe, Cal Cutter, Matt Carroll, Ralph Wink, Gary Foster, Clifton Foster, Larry
Szendrei, Don Brown, Louise Knapp, Dick Walls.
Minutes from Previous Meetings:
Approval of January 20, 2009, Town Council Minutes
Councilor Grover moved; Councilor Gellerson seconded.
Ordered the Gray Town Council approves January 20, 2009 Town Council Minutes as corrected.
Councilor Grover stated that on page 3- the vote of the Town Office Committee was 7-0 and on Page 4- the word “ago” is misspelled.
Councilor Gellerson stated that on page 4, 2nd paragraph 2nd sentence should read “suggested creating a CEDC website.”
5 yes
First Order of Business:
Public Comments of Non-Agenda Items – (limit 3 minutes per person)
Zoe Adams and Skyler Dombowski presented a copy of their statement they read regarding providing
more sidewalks in the village. They commented that many young people attend sporting events and
activities and that improved sidewalks would be helpful and safer for the children and all.
Councilor Gellerson indicated that new sidewalks will be built in the Spring.
Jean Bibber expressed her continued concerns on the budgets and property taxes. She read her
statement and commented on various aspects of the line items in the proposed budget. She asks that the
Council take into consideration the public in cutting the budget
Wade Trudel had a couple of questions and expressed his concerns about a comment on a 3-4% increase
from a councilor with whom he had a conversation. He asked about any issues regarding the town
garage and recycling center(public works garage) Councilor Gellerson stated that there hasn’t been a
resolution and has been in executive session as it may be a possible legal issue. Councilor Gellerson
said that there is an issue with the baler.
He also asked about a change in personnel and asked whether it is an ongoing problem. Councilor
Gellerson stated that the issue has been resolved. Town Manager Cabana indicated that the town’s
budget has had an audit and there are no issues. He also asked if more staff will be hired and, if so, how
many and who. Councilors Grover and Scheckel said that the Council has just received the budget and
it will be an ongoing topic of discussion. Town Manager Cabana stated that the full budget can be
found at the Town office and cover sheets will be available online by the end of the week.
Wade Trudel asked about Super Saturday. Councilor Scheckel stated that Super Saturday will involve site visits to different departments who will present their budget at that time and that the public is invited to attend.
James Monroe commented on the public works garage issue and believes that this raises a number of
issues of oversight, as well as, delay in the project. He asked whether or not there was a penalty clause
which Councilor Gellerson stated that there is not. James Monroe expressed concerns about the budget
process. Councilor Gellerson stated that Super Saturday has been broken down to several Monday
workshops which is open to the public and may be a better way to gather the information. He also asked
about the benches in front of Stimson Hall as they were an Eagle Scout project. He would not like to see
them sold off with the property and suggests relocating them to Pennell. The Council agreed with the
suggestion.
Fran Monroe stated that in the past Council has given the Town Manager direction on the budget so that
time is not wasted. Councilor Grover stated that there has been direction by each individual Councilor
on the budget at a previous meeting. Fran believes that there was no affirmative view on the process on
the budget expectations. She also commented that at workshops, no action can be taken. Councilor
Gellerson and Grover stated that no vote was taken. Councilor Grover stated that input has been given
by each Councilor. Councilor Scheckel’s impression was that the items were for consideration. Fran
Monroe would like to see more clarity in the process. She also discussed the bailer issue and understands
that it is an executive session topic. She expressed concern that elected officials should be able to
discuss the issue. She stated that at this meeting, this was the first time more details on this issue have
come up. She believes that the baler was not part of the original budget. She would ask for more
clarification.
Councilor Gellerson stated that the baler was part of the budget.
James Monroe commended the 2 young people for taking the initiative to speak to the Council and
encourages all to participate in the process.
Cal Cutter stated that 21 complaints were submitted by Friends of Little Sebago with regards to
TwinBrooks. He stated that Town Manager Cabana stated that all the items were addressed
but he believes that they have not all been addressed. He asked whether or not there has been a finding
and asks what the proper procedure is in making a complaint. He stated that he received an email not from the town manager, but the town’s attorney as his question is a legal one. He asks again for clarification on what the process or procedure is for processing a complaint to the CEO.
He believes that the Council is responsible to know the laws and procedures. He believes that the
question is not being answered.
Second Order of Business:
Reports from the Council Chair: NONE
Reports from the Town Manager: Town Manager Cabana stated that she has given the budget to the Council and reminded the public that the Saturday visits are posted on the town’s website. There are also 2 scheduled public hearings which are also posted on the website. This will be an opportunity to get input on the budget items to get direction to create a budget for Town Meeting. The citizens will be voting on the final budget.
Committee Reports: NONE
Council Correspondence: Councilor Scheckel and Councilor Hutchins received a letter from someone from Friends of Little Sebago on TwinBrooks and will reply as soon as the executive session issue is resolved.
Third Order of Business:
Interviews:
Presentations: Public Safety: Matthew Carroll, Chair Gray Public Safety Committee commented on
various items requested by Councilor Grover for further review. He cited the following:
C-2—The Village committee is working on this issue and many of the roads are state owned.
C3—Regional transportation. He believes that this is a Town issue and above their scope of
recommendations.
C4—He agrees that the Town citizens should have input but the only recommendation
would be to get public input from those with expertise in this area.
E8—Water District. Expanding town water is up to the Gray Water District and not Public Safety while
he supports this idea. They are working with the Fire Chief on dry hydrants etc.
E9—Public Safety does not have any recommendations on a full time fire dept and believes that the
finances are not there. They will encourage people to volunteer their time
E10—Landing location for helicopter landing in an emergency. (Life Flight)
This is a Public Safety wide department issue,
E11—Policing. The committee will leave this issue to the Council. They recommend that they take a
closer look at their 1st contract would be higher than subsequent one, and that the Council consider
building a fund in subsequent years should the Council want a police department.
Councilor Grover stated that for E9, the discussion was on minimum staffing. Matt Carroll gave an
overview of the current fire station staffing and that daytime is well staffed but that night time is
limited. More people are always needed and that mutual aid agreements with other towns are helpful.
People’s free time is limited at present. Councilor Grover commented that the Comp Plan says that there should be an emergency landing zone. Matt Carroll stated that in the past there was one, but at present, the public works facility is being built there. Matt Carroll stated that their goal is work on improving the house numbering system and encouraging citizens to improve this. They will work with the fire department on cisterns etc.
Councilor Grover stated that there are a number of new and revised ordinances and suggests
consolidating them and that Public Safety would be a good resource to help with this process.
Councilor Scheckel asked about the committee’s goals and whether or not they would be able to help
further.
Matt Carroll stated that Public Safety would do what the Council wishes but would be open to doing
something new.
Councilor Gellerson asked if there is shortage of volunteers with the public safety. Matt said yes and
they are making efforts to recruit on a limited budget.
Public Hearings: None
Fourth Order of Business: ORDERS
Item #077-09 To consider a request of the Town Building Committee that Construction Management at Risk be the method of delivery to construct the Town Office building at Pennell.
Councilor Sturgis moved; Councilor Grover seconded.
Ordered the Gray Town Council approves Construction Management at Risk to be the method of delivery to construct the Town Office building at Pennell.
Ralph Wink reminded the group of the 3 tasks: 1. prepare an RFP for design work, 2. RFP for method of delivery 3. Offer an opinion on Construction Management at risk. He stated that the committee strongly endorses the construction management at risk which is stated in his status report given to the Council. He stated that CM at Risk requires a collaborative effort with the designer and builder. The CM at Risk system allows a bonded guaranteed price which offers protection to the Town. He also discussed the RFP/RFQ is being forwarded to the Council and includes input from the CEDC, stakeholders, results from site visits etc. He believes that is a good draft. He stated that the benches James Monroe referred to earlier is in this document. The committee has
done a great deal of work in a short amount of time.
Councilor Hutchins expressed concerns about how decisions would be made with the CM at Risk concept and needs to review the document further. Councilor Scheckel is still unsure with the CM at Risk and prefers a traditional format and explained her reasoning as there are unknowns with CM at Risk.
Ralph explained that the traditional format has worked well in the past but that the CM at Risk has more expertise. There is not enough expertise on staff, but does support the construction manager idea that Councilor Scheckel would like to see. He stated that negotiating with CM at Risk is advantageous since construction people are working with design people in the early phase and if there are disagreements the contract can revert to a traditional format.
Councilor Scheckel asked whether or not the CM at Risk could become the construction manager. Ralph stated that the CM at Risk bears the risk, but it could be possible to have him/her become the CM. Councilor Scheckel expressed concerns that the incremental design/bid process with the CM at Risk would risk spending all the money. Ralph believes that CM at Risk provides the savings as they carry the burden and the rewards for savings etc. (IE: Time and Materials with a cap). Councilor Scheckel is concerned that savings in one area may be spent in another. Councilor Hutchins expressed the same concerns as the amount is determined at each stage. Ralph said that assumptions or inflating prices could occur without a complete design and recommends a complete design.
There was an extensive discussion on the pros and cons of this issue as well and concerns were expressed about the process being done incrementally. Ralph stated that bidding on a whole package would have contingencies and be the maximum bonded pricing. With CM at Risk, savings would come back to the Town.
Councilor Grover asked why the Pennell project would benefit with CM at Risk? Ralph stated that the large renovation component of Pennell would benefit from the partnership with the design and CM. Councilor Grover asked what Ralph would see the building committee’s role in this. Ralph stated that this is a discussion for a future. He believes the committee could serve in an oversight manner after the RFP/RFQs are done, but the Council needs to decide what they would like from the group. He suggests they could do some screening of the applicants and/or assist with the interview process. This committee is advisory only. He suggests that the Council develop an organizational chart for their role/charge. Councilor Grover suggests a discussion with specific questions to send back to
the committee prior to approval.
Councilor Sturgis stated that the committee has been working very hard on this project. He stated that research was done on the CM at Risk process and the committee strongly supports this recommendation based on this research. The goal would be control of expenditures, pass back of savings to the Town. He believes that the design phase is critical and needs to be completed at the outset and is in agreement with the committee’s recommendation. He also believes that the discussion of the committee’s role is important and should be discussed. He stated that the committee is committed to the completion of the project.
Ralph stated that the RFQ should be submitted by mid-February to be able to begin construction this year.
Councilor Sturgis believes that if the CM at Risk has a good experience and does a good job, it can be beneficial to them in the future. He believes this process is more collaborative than combative as issues can resolved. Oversight of a public committee can be helpful.
Councilor Scheckel stated that she is concerned about the committee screening the applicants. She believes that is the Council’s responsibility to review, screen and select the applicants. She would be more comfortable with staff and the Council makes these decisions. Councilor Hutchins agreed as well and that the Council should be accountable for these actions. Ralph stated that the committee understands their role and the Council’s: the committee offer guidance and direction but the Council will need to make the decisions.
Councilor Sturgis believes that working with a citizens’ committee may make this process more accountable. There was an extensive discussion on how much the Council should see, review in the process. Councilor Scheckel believes the Council should make the time to review any and all of the proposals. Councilor Sturgis supports the committee’s role in making recommendations as any other recommendations made by staff and that this group, as citizens, are also seeking the best interest of the town.
Councilor Gellerson stated that Al Palmer and the committee recommend and the committee voted 7-0 for the CM at Risk and that costs are being considered. He supports the committee screening and making recommendations from the applications and that this committee has been diligently working on this and believes that the Council should support this committee.
James Monroe stated that he supports Ralph’s recommendation but that there is a motion on the floor for where the discussion has strayed. He believes that the citizens would be more comfortable with the scope of the project and deciding on the method of the project without knowing what the design will be. He suggests a design competition be done to encourage other design possibilities. He believes that there are 2 projects- the basic demolition and building and some highly skilled craftsmanship for Pennell. He commented that there is not enough information available and reviewed to make a decision on this motion tonight. He expressed concerns about the title and role of the committee.
Clifton Foster, Colley Hill Road believes that this decision is premature as there are a number of decisions that need to be made for this building. He believes that there should be someone representing the Town in this process as this is a complicated process with unknowns. He believes that CM at Risk could risk all the money being spent.
Gary Foster stated that the Council needs to support the community as a whole on this issue. He believes that making this decision is premature. He indicated that he has many questions on the CM at Risk process. He believes that consideration on what is being spent should be known to the public
Larry Szendrei asked when the public can review a written scope of work. Councilor Gellerson stated that the committee is working on the RFP and then work on the scope of work. Councilor Grover stated that the scope of work is in the RFP packet given by Ralph. Larry expressed concerns about the definition of CM at Risk. Councilor Scheckel stated that the risk is with the construction manager and not the town and that the project will be the guaranteed price. Councilor Gellerson stated that Biddeford is using this format with a $19 million project at their high school.
Wade Trudel asked if there is a written definition of what CM at Risk. Councilor Gellerson stated that yes there is and was given a copy. He asked about the dollar limit for the CM at Risk. Councilor Gellerson stated that the architect and CM work up a price and the CM at Risk tries to beat that price. Councilor Scheckel believes that the savings could end up with lesser quality materials to make more money and gave an overview of the fee scale and savings and the quality issues. Wade asked if anyone has expressed interest in doing this. It is open to all who may be interested. Councilor Scheckel commented that there is someone who did some CEDC work who will apply. Wade also believes that time should be taken.
Fran Monroe asked about payment guarantees with a bond and what the risks are. She asked about the Public Work Garage project and how it is handled. She asks that the town may need to consider the process for working on these projects and that other projects have not been done well in the past.
Jean Bibber asked at what point the public has a say as to whether or not they like a design. Councilor Sturgis commented that the Town Building committee has been working with the different stakeholders including the public and that there will be a couple of public meetings for their input to help the designer. Jean stated that the design and amount is vague. Councilor Sturgis indicated that the RFQ will try to answer this. Jean asked if this will be on the Town’s website. Councilor Sturgis stated that a potential plan to give the designer an idea and help in their process.
James Monroe why it is important to know how it is going to be built before a design is done.
Ralph Wink stated it is important to know to get a construction commitment. The RFP/RFQ work for the design document has been completed. Councilor Scheckel stated that the designer may want to know the construction method to help them determine what they would do or whether or not they would bid on the project. Ralph gave an example to help explain this question. Councilor Grover stated that the CM at Risk is in one of the drafts and that Al Palmer has recommend that the design work and delivery method RFPs be done at about the same time.
James Monroe asked for clarification on the RFP and RFQ and what the objective is. Councilor Scheckel read the scope of work wording from the draft. There was a discussion on what the intent for the proposal is. Ralph explained the process that the committee would take in screening for the RFQ and then RFP. There was an extensive discussion on whether or not the CM at Risk determines the RFP/RFQ process.
Don Brown, Dry Mills stated that putting all these items out to bid at the same time is difficult and urges the group to rethink this and not vote on this tonight. He does not have an issue with CM at Risk, but making this decision this evening is premature. He believes that other steps should be taken first prior to this vote.
Councilor Grover stated that the Council has been discussing this issue for a while with public comment this evening for the first time. He believes that a decision will need to be made soon about the CM at Risk. The Town Building Committee has been working diligently on this and sees benefit with the CM at Risk format as it would save money. The committee is very active in trying to save money, but he has some concerns as this is a renovation project and not simply a relocation project. He plans to provide further comments on the content in the future. He recommends taking a vote at the next meeting to allow time for review from both the Council and public. He does support this method because of the safeguards and savings. Councilor Scheckel believes that voting on this is contingent upon
clarification of the duties of the committee, but suggests including experience in both methods when writing the RFQ and RFP. Councilor Sturgis believes that this method offers more. He stated that the committee’s charge needs to be clarified and that the designer and builder need to know the process so they understand what they are getting into. He supports this method. Councilor Hutchins would like to wait until the next meeting to make a decision until she has reviewed the documents and have an understanding of what needs to be done. Councilor Grover suggested that Councilor Sturgis draft the role of the committee for the Council to review at the next meeting. Councilor Gellerson supports the process and the committee. He commented on the impact on the timeline and that moving along could help with savings and encourages support for the CM at Risk format.
If the Council takes a vote and it fails- comes back to the next meeting for reconsideration otherwise, it will need to wait until after the June elections. He suggests postponing it
Councilor Grover moved; Councilor Hutchins seconded
Motion to postpone item #077-09 to the Feb. 17th meeting.
3 yes / 2 No (Sturgis, Gellerson)
Item #078-09 To consider future leasing options for the Gray Historical Society.
Louise Knapp reviewed some notes. She stated that at the Jan. 6th meeting, they chose to stay at Pennell and that the main street fire station as a temporary location and upon completion negotiations would resume.
She stated that she has sent approval in writing to the Council for the temporary location. There are some conditions
The Jan. 14th Historical Society meeting had a unanimous vote for the location and the subsequent request upon completion. She read the motion from their meeting.
Councilor Grover stated that notice on the lease will need to be given and a new lease to be written. Councilor Scheckel asked for clarification on moving to the fire station. Councilor Grover asks whether or not the letter of the 26th is with conditions. There was a discussion on various elements of the conditions. Councilor Grover asked whether or not Doug Webster and Louise are the contacts for this move. Town Manager Cabana gave an overview and that there will be a cost to leasing it to them. She stated that Doug Webster gave an overview of some of the things to be checked on. She does not believe that there is any staff time in their move. Councilor Sturgis stated that their requests are simply general needs to have the building of comparable use. There was a discussion on the
costs and the lease agreement. Louise Knapp suggests meeting together by the end of April to discuss the lease agreement.
The consensus was that no motion needs to be made.
Councilor Hutchins asked whether or not an amendment to the lease will be needed. Town Manager Cabana believes there should be an amendment. Councilor Scheckel suggests a timeline for the town’s tasks to give to the Historical society to help them plan their move. Councilor Hutchins suggests negotiating the lease within the 6 month period that Louise Knapp has requested. She believes a $1 a year for 99 year lease is not something she can support. Louise stated that this motion is a starting point for the discussion. She stated that the citizens should have some say in this decision through a survey or other for example. Councilor Scheckel suggested that this be a budget item for discussion with the public.
Item #079-09 To review and act upon authorizing the Town Manager to be designated as the municipal licensing authority for utility location permits.
Councilor Sturgis moved; Councilor Hutchins seconded.
Ordered, pursuant to 35-A MRSA §§ 2502 and 2503, the Town Manager be designated as the municipal licensing authority for utility location permits
5 Yes.
Item #080-09 To review and act upon adopting an Order establishing certain details of the Town’s $2,400,000 in general obligation bonds or notes to pay and reimburse the costs to renovate the Pennell Institute, including the 1957 addition, to provide a new Town Office complex and to pay for costs of engineering and design of certain improvements thereto.
Councilor Sturgis moved; Councilor Scheckel seconded.
Move to act upon item #080-09 including printed items beginning with “whereas…”as stated below.
Town Manager Cabana stated that this is authorizing that the Town begins this process.
Councilor Grover asked about interest rates. Town Manager Cabana gave an overview of the potential.
Dick Walls stated that the warrant submitted for Pennell asserts that the interest was not to exceed ($1,134,000) 4% for 20 years but now appears that it may be higher at 7% for 30 years. This raises the overall cost for the project.
Town Manager Cabana stated that this is an anticipated amount and that 4% is the anticipated figure and that 7% is the cap, hopefully it will be lower. A 20 year is sometimes longer. She stated that they will be looking for the lowest rate and if it is higher than 7%, then this needs to go back to the voters.
Dick Walls believes that the difference is a large gap. Town Manager Cabana said that the market will determine whether or not the property can be sold to reduce the overall cost of the project. She gave a breakdown of the difference in cost for the overall project by selling the other town properties. Dick Walls believes that this is very high and if it is to be much higher then the project should be put on hold. Town Manager stated that the Town will not finance for 30 years, but that this is standard language.
Wade Trudel believes that having the Town Manager, Clerk and Finance being one and the same person in Gray, is something that should be considered in the wording of this document. He stated that as a taxpayer bonding for 7% is not appropriate. He suggests that the Council look at the economy and reconsider a major capital project at this time as there is a functioning office. He believes that while this was a town vote, with the economic changes, this project should be reconsidered as the timing is bad.
Fran Monroe agrees with Wade Trudel. She does not believe that the 30 year may not be mandated. She also commented that Walker Tire and other buildings have not been sold and that promises are being made but not kept. She believes that decisions are being made too quickly without sufficient research and urges the group to hold off on this.
Don Brown believes that expending public funds at this time is not necessary. Money from other sources (state and federal) is not coming to the Town.
Councilor Scheckel asks whether or not this could go back to the voters with a specific percentage than is less than the 7% trigger. Town Manager Cabana stated that this is standard language and does not intend to purchase bonds at a higher rate and is monitoring the market. She stated that she is making every effort to be fiscally responsible. There was a discussion on what the ramifications are. Town Manager Cabana said a balance of $62,000 on the Public Works Building which will be paid in full and a $3.2 million anticipation note to be sold and is gathering all the necessary information.
Don Brown asked whether or not it is mandatory to move forward with this at this time. Councilor Gellerson stated that the public voted on this and that there is an old and overcrowded building that needs replacing. Councilor Sturgis stated that the 7% given was based on forecasts during the referendum process and that interest has changed at this time. Though things have changed, the voters approved this and the economic track has been ongoing for some time. He stated that a previous Council anticipated revenue for a Town building where there was no clarity on a title which is something to consider. Councilor Scheckel believes that the Town has been historically conservative and is in a good financial position
Wade Trudel believes that the reason why the town has high reserves is due to past history. Councilor Scheckel reminded the group that last year’s offset of the reserves still created issues. Wade believes that the adjustments should have been made in the past in the first place. Town Manager Cabana reminded the group that the undesignated funds should be the equivalent of 2 months expenses and a crisis fund of 1 month of expenses to be set aside. There is a CIP (capital improvement projects) reserve fund that would help have money set aside to purchase large items. The Standard and Poore’s rating of the Town allows lower interest rates as the Town is fiscally prudent. Wade Trudel still believes that this should be put on hold.
Councilor Grover asked about the future points for the Council to vote on. Town Manager Cabana stated that when the town gets ready for permanent financing will need to come back before a vote. This motion authorizes her to get financing information and advice. Councilors Hutchins and Grover believe that the citizens have voted on this and it should proceed. Councilor Hutchins stated that the Town Manager has been responsible and supports her.
5 Yes
GRAY TOWN COUNCIL ORDER
AUTHORIZING THE ISSUANCE OF
GENERAL OBLIGATION BONDS AND NOTES
WHEREAS, the voters of the Town of Gray, Maine (the "Town") on November 4, 2008 authorized the issuance of up to $2,400,000 in general obligation bonds or notes to pay and reimburse the costs to renovate the Pennell Institute, including the 1957 addition, to provide a new Town Office complex and to pay for costs of engineering and design of certain improvements thereto (the “Project”); and
WHEREAS, the Town Council desire to authorize and establish certain details of the bonds and notes in anticipation thereof;
NOW, THEREFORE, be it ordered by the Town Council of the Town of Gray, Maine:
Section 1. Pursuant to Maine law, including 30-A M.R.S.A. 5772, the Town Charter of the Town, votes duly adopted by the inhabitants of the Town at the Referendum Election duly called and held on November 4, 2008, and all other authority thereto enabling, there is hereby authorized and approved the issuance of general obligation bonds (the “Bonds”) of the Town and/or temporary notes in anticipation thereof (the “Notes) in an aggregate principal amount not to exceed $2,400,000. The Bonds shall be designated “Town of Gray, Maine, General Obligation Bonds” and any notes in anticipation thereof shall be designated “Town of Gray General Obligation Bond Anticipation Notes.” The proceeds of the Bonds and any Notes shall used to
finance the costs of the Project.
Section 2. The Treasurer is authorized to determine the date(s), form, interest rate(s) (which interest rate may be a fixed rate or a variable rate or some combination of the two, and with the average annual interest rate not to exceed a maximum of 7.00% per annum), maturities (not to exceed 30 years from the issue date of the Bonds or any series of bonds, and not to exceed 3 years from the issue date of any Notes) and all other details of each issue of the Bonds and any Notes, including the form and manner of their sale and award. The Bonds and any Notes shall contain such terms and provisions, not inconsistent herewith, as the Treasurer may hereafter determine or authorize or approve, such determination, authorization and approval to be conclusively
evidenced by her execution thereof. The Treasurer is authorized to provide that any of the Bonds and Notes be made callable, with or without premiums, prior to their maturity. Each Bond or Note issued hereunder shall be signed by the Treasurer, shall be countersigned by the Chair of the Town Council, and shall be sealed with the seal of the Town, attested to by its Clerk.
Section 3. The Bonds and Notes shall be general obligations of the Town and to the extent permitted by law the full faith and credit of the Town are pledged for the payment thereof, and an amount sufficient for the payment of the annual payments of principal and interest on the Bonds and any Notes issued hereunder, not payable from other sources, shall be included in the tax levy of the Town each year until the debt represented by said Bonds and Notes is extinguished.
Section 4. The Treasurer is authorized to negotiate, execute, file, approve and deliver, in the name of and on behalf of the Town such contracts, agreements, and other documents, including agreements, contracts, leases, instruments, documents and certificates as may be necessary or appropriate as determined and approved by the Treasurer in connection with the construction and financing of the Project, which documents shall be in such form and contain such terms and conditions, not inconsistent herewith, as may be approved by the Treasurer, such approval to be conclusively evidenced by her execution thereof.
Section 5. The Treasurer is authorized to select a financial advisor and/or an underwriter for the Bonds and Notes, and the Treasurer of the Town is authorized and empowered to execute and deliver such contracts or agreements as may be necessary or appropriate in connection therewith.
Section 6. The Treasurer is authorized to prepare, or cause to be prepared, a Notice of Sale and/or a Preliminary Official Statement and an Official Statement for use in the offering and sale of the Bonds and/or Notes, such Notice of Sale, Preliminary Official Statement and Official Statement to be in such form and contain such information as may be approved by the Treasurer, with the advice of the bond counsel for the Town, and that the distribution of the Notice of Sale and/or Preliminary Official Statement and the Official Statement in the name of and on behalf of the Town in connection with offering the Bonds and/or Notes is hereby authorized and approved.
Section 7. The Treasurer is authorized to select the registrar, paying agent and transfer agent (the “Transfer Agent”) for the Bonds and Notes and to execute and deliver such contracts and agreements as may be necessary or appropriate to secure their services.
Section 8. The Bonds and Notes shall be transferable only on registration books of the Town kept by the Transfer Agent, and said principal amount of the Bonds or Notes of the same maturity (but not of other maturity) in the denomination of $5,000 or any multiple thereof (or such other minimum denomination as the Treasurer shall establish) 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 his attorney duly authorized in writing. Upon each exchange or transfer of a Bond or Note the Town and the Transfer Agent shall make a charge sufficient to cover any tax, fee or any other governmental charge required to be payable with respect to such exchange or
transfer, and with respect to such exchange or transfer, and subsequent to the first exchange or transfer, the cost of preparing new Bonds or Notes upon exchanges or transfer thereof to be paid by the person requesting the same.
Section 9. The Treasurer is authorized to undertake all acts necessary to provide, if deemed necessary or appropriate by the Treasurer in her discretion, 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 Order above regarding physical transfer of Bonds and Notes, and the Treasurer is authorized and empowered to enter into a Letter of Representation or any other contract, agreement or understanding necessary or, in her opinion, appropriate in order to qualify the Bonds or Notes for and participate in the Depository Trust Company Book-Entry Only System.
Section 10. The Treasurer and Chair of the Town 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 be executed as above described, and in case any officer of the Town whose signature appears on any Bond or Note shall cease to be such officer before 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.
Section 11. The Treasurer is authorized to covenant and certify on behalf of the Town that no part of the proceeds of the issue and sale of the Notes or the Bonds authorized to be issued hereunder shall be used directly or indirectly to acquire any securities or obligations, the acquisition of which would cause such Notes or Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and that no part of the proceeds of the issue and sale of such Notes or Bonds (including any notes and bonds in renewal thereof) shall be used, directly or indirectly, in such manner which would cause the Notes or Bonds to be "private activity bonds" within the meaning of Section 141 of
the Code.
Section 12. The Treasurer is also authorized and empowered to take all such action as may be necessary to designate the Bonds and/or Notes as qualified tax-exempt obligations for purposes of Section 265(b) of the Code; it being the Town Council's intention that the Treasurer, with advice of bond counsel, make the required Section 265(b) election with respect to such Bonds and Notes to the extent the election may be available and advisable as determined by the Treasurer.
Section 13. The Treasurer is hereby authorized to covenant and agree, on behalf of the Town, for the benefit of the holders of the Bonds and Notes, that the Town will file any required reports and take any other action that may be necessary to ensure that interest on the Bonds and Notes will remain exempt from federal income taxation, and that the Town will refrain from any action that would cause interest on the Bonds or Notes to be subject to federal income taxation.
Section 14. The Treasurer is authorized to covenant, certify and agree, on behalf of the Town, for the benefit of the holders of the Notes or Bonds, that the Town will file any required reports, make any annual financial or material event disclosure, and take any other action that may be necessary to insure that the disclosure requirements imposed by Rule 15c2-12 of the Securities and Exchange Commission, if applicable, are met.
Section 15. If any of the officers or officials of the Town who have signed or sealed the Bonds or Notes 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 Town, 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 or 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 Town 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 Town, although at the nominal date of such Bonds or Notes any such
person shall not have been such officer or official.
Section 16. If the Treasurer, Chair of the Town Council or Clerk are for any reason unavailable to approve and execute the Bonds or Notes or any of the 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 herself performed such act.
Section 17. The Treasurer, Chair of the Town Council, Clerk and other appropriate officers of the Town are hereby authorized and empowered to do or cause to be done all acts and things, not inconsistent herewith, as may be necessary or appropriate in order to effect the issuance, execution, sale and delivery of the Bonds and any Notes, and to carry out the provisions of the resolutions heretofore adopted at this meeting in connection with the Project.
Section 18. The term “cost” or “costs” as used herein and applied to the Project, or any portion thereof, includes, but is not limited to (1) the purchase price or acquisition cost of all or any portion of the Project; (2) the cost of construction, building, alteration, enlargement, reconstruction, renovation, improvement, and equipping of the Project; (3) the cost of all appurtenances and other facilities either on, above, or under the ground which are used or usable in connection with the Project; (4) the cost of landscaping, site preparation and remodeling of any improvements or facilities; (5) the cost of all labor, materials, building systems, machinery and equipment; (6) the cost of land, structures, real property interests,
rights, easements, and franchises acquired in connection with the Project; (7) the cost of all utility extensions and site improvements and development; (8) the cost of planning, developing, preparation of specifications, surveys, engineering, feasibility studies, legal and other professional services associated with the Project; (9) the cost of environmental studies and assessments; (10) the cost of financing charges and issuance costs, including premiums for insurance, interest prior to and during construction and for a period not to exceed three (3) years from the issue date of the Bonds or Notes, underwriters' fees and costs, legal and accounting fees and costs, application fees, and other fees and expenses relating to the financing transaction; and (11) the cost of all other financing authorized hereunder, whether related or unrelated to the foregoing.
Section 19. In each of the years during which any of the Bonds or Notes issued hereunder are outstanding, there shall be levied a tax in an amount which, with other revenues, if any, available for that purpose, shall be sufficient to pay the interest on said Bonds or Notes, payable in such year, and the principal of such Bonds or Notes maturing in such year (except in the case of Notes to be refunded in that year by the issuance of Bonds).
Section 20. Any or all of the Bonds or Notes issued hereunder may be consolidated with and become a part of any other issue of temporary notes or general obligation bonds authorized to be issued by any previous or subsequent Order of the Town Council of the Town of Gray.
Section 21. The sum of $2,400,000 is hereby appropriated to finance the costs (as herein defined) of the Project, $2,400,000 of such amount to be raised by the issuance of general obligations bonds and/or notes of the Town. In addition, the investment earnings on the proceeds of the Bonds and Notes, if any, and the excess proceeds of the Bonds and Notes, if any, are hereby appropriated for the following purposes, such proceeds to be held and applied in the following order of priority: (a) to any costs of the Project in excess of the principal amount of the Bonds or Notes; and (b) in accordance with applicable terms and provisions of the Arbitrage and the Use of Proceeds Certificate delivered in connection with the sale of the Bonds or Notes.
Section 22. It is the intent of the Town Council that this Bond Order shall constitute the Town's declaration of official intent within the meaning of Treasury Regulation 1.150-2 to pay, on an interim basis, costs of the Project in an amount up to the principal amount of the Bonds to be issued, which costs the Town reasonably expects to reimburse with proceeds of the Bonds or Notes.
Fifth Order of Business: ORDINANCES:
Item #081-09 (First Reading) To review and act upon a proposed amendment to Section 401.11.1C of the Town of Gray’s Subdivision Ordinance, for conditional agreements as a form of performance guarantee.
Councilor Scheckel moved; Councilor Hutchins seconded.
Ordered the Gray Town Council forwards the proposed amendments to Section 401.11.1C of the Town of Gray’s Subdivision Ordinance, for conditional agreements as a form of performance guarantee to the Planning Board for a public hearing and further orders that the Planning Board reports back to the Council.
Councilor Gellerson stated that this motion is to provide more consistency to the ordinance.
5 Yes
Sixth Order of Business:
Council Business:
- Councilor Grover stated that the times for Council workshops have been changed and asked why. He suggests 6:30pm. Councilor Scheckel believes that 7pm provides more public accessibility.
Seventh Order of Business:
Additions to the Agenda: There was a discussion on placement of a couple of agenda items as well as discussion on other items proposed for the next meeting. There was extensive discussion on the Town Building RFP and RFQ as well as the committee’s role. Councilor Sturgis will craft a draft for review. Councilor Gellerson suggested that a 30 minute time limit for comments on the TwinBrooks consent agreement. Councilor Grover suggested a time limit for each individual. The majority of the group agreed to a 30 minute limit time limit.
Eighth Order of Business:
Council Action Items, Assignments and Issues Status:
Mobile Vendor License Ordinance Amendment.
Clarify Committee Priorities
Mass Gathering Ordinance
Department Head Goals
Update Personnel Policy/Administrative Code
Ninth Order of Business: Adjournment
Councilor Scheckel moved; Councilor Hutchins seconded.
Motion to adjourn
Minutes approved and accepted February 3rd by its Town Council:
_____________________________ ___________________________
Peter Gellerson, Chair Tracy Scheckel, Vice Chair
______________________________ ___________________________
Mark D. Grover Margaret Hutchins
_____________________________
Matthew Sturgis
The meeting ended at 11:40pm
* The Town of Gray is an equal opportunity employer and complies with all applicable equal access to public accommodations law. If you are planning to attend a Town Council or Town committee or board meeting and need assistance with a physical disability, please contact the Town Manager’s office at least 48 hours in advance of the meeting to have the Town assist you. 657-3339. TTY 657-3931.
| 
