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HomeMy WebLinkAboutResolutions - 1986.08.21 - 1086786243 August 21, 1986 MISCELLANEOUS RESOLUTION NO. RE: ECONOMIC DEVELOPMENT GROUP RESOLUTION APPROVING PROJECT PLAN (ROCHESTER GALLERIA PROJECT) - ROCHESTER BY: PUBLIC SERVICES COMMITTEE, JAMES EDWARD LANNI, CHAIRMAN TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairman, Ladies and Gentlemen: WHEREAS, The Economic Development Corporation of the County of Oakland (the "EDC") has recommended that this Board of Commissioners approve the Project Plan required by the Economic Development Corporations Act, Act No. 338 of the Michigan Public Acts of 1974, as amended (the "Act") for the Rochester Galleria Project, a copy of which Project Plan is attached hereto as Exhibit A (the "Project Plan"); and WHEREAS, the EDC's recommendation to this Board of Commissioners was based upon its determinations that the Project is reasonable and necessary to effectuate the purposes of the Act, that the Project Plan prepared in connection with the Project satisfies all of the requirements of Section 8 of the Act regarding project plans, that the persons who will be active in the management of the project for at least one (1) year after the projected date of the County Board of Commissioner's approval of the Project Plan will have sufficient ability and experience to manage the Plan properly, and that the proposed method of financing the Project is feasible and a bond purchaser's commitment has been obtained; and WHEREAS, on August 11 , 1986, the governing body of the City of Rochester, Oakland County, Michigan, also approved the Project Plan; and (0535w) APPROVE THE !.,'.:REGO.iN0 :FR T. Murphy, - 1 U-101M ard Lnni WHEREAS, on August 21 , 1986, this Board of Commissioners held a public hearing to consider whether the Project Plan constitutes a public purpose as contemplated by the Act; and WHEREAS, this Board of Commissioners, following such public hearing and its review of the Project Plan, concurs in the determinations of the EDC with respect thereto; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF OAKLAND, as follows: 1. The Project Plan, in the form attached hereto as Exhibit A, be and is hereby determined to constitute a public purpose as contemplated by the Act. 2. The Project Plan be and is hereby approved. 3. The EDC be and is hereby authorized to take such steps as are necessary to implement the Project and the financing thereof by the issuance of revenue bonds or notes. 4. The County Clerk be and is hereby directed to provide four certified copies of this resolution to the Assistant Secretary of the Board of the EDC. The Public Services Committee, by James Edward Lanni, Chairman, moves for adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE 211.airm n Moved b? Lanni supported by Nelson ne resolution be adopted. YEAS: Uebb, Wilcox, Aaron, Caddell, Calandro, Doyon, Fortino, Gosling, Hassberger, Hobart, Richard Kuhn, Susan Kuhn, Lanni, McConnell, McPherson, Moffitt, Nelson, Olsen, Page, Perinoff, Pernick, Price, Rewold, Rowland, Skarritt. (25) NAYS: None. (0) ABSENT: Law, McDonald. (2) ABSTAIN: None. RESOLUTION DECLARED ADOPTED. 2 Lynn D. Allen County Clerk STATE OF MICHIGAN) ) SS. COUNTY OF OAKLAND) I hereby certify that the foregoing is a true and complete copy of a resolution adopted at a regular meeting of the Board of Commissioners of the County of Oakland, Michigan held on the 21st day of August , 1986, the original of which is on file in my office. Public notice of said meeting was given pursuant to and in compliance with Act No. 267 of the Michigan Public Acts of 1976, as amended. Lynn D. Allen County Clerk Dated: August 21 1 , 1986 3 ROCHESTER GALLERIA Project Exhibit A THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND Oakland County, Michigan PROJECT PLAN CONTENTS 1. Summary Description of Project (Page 2) 2. Project Plan Certification by Company (Page 3) 3. Statutorily Required Information (Page 4) 4. Exhibits • - Project Area Legal Description • - Bond Purchaser's Commitment Letter "C" - Company Certificate Regarding "Prevailing Wages" • - Company Certificate Regarding Transfer of Employment Other PROJECT PLAN SUMMARY DESCRIPTION OF ROCHESTER GALLERIA PROJECT OWNER OF PROJECT: ROCHESTER GALLERIA PARTNERSHIP C. W. Schneider - General Partner W. A. Mitzelfeld - General Partner CONTACT PERSON: (Name, address, telephone number) C. W. Schneider - 3825 Carriage Road, Birmingham, Michigan 48010 (3 1 3) 540-9892 LOCATION OF PROJECT: (Local municipality) 220 Main Street, Rochester, Michigan PROJECT AREA/DISTRICT AREA: See Exhibit A 220 Main Street NATURE OF PROJECT: Construction of Office/Retail Complex EMPLOYMENT CREATED OR RETAINED: 100 Created TOTAL PROJECT COST:'c=3,600,000 .00 BONDS TO BE ISSUED: ,;;3 2 000,000.00 BOND PURCHASER: First of America DATE AND EXPIRATION DATE OF BOND PURCHASE COMMITMENT: PROJECT PLAN CERTIFICATION THIS PROJECT PLAN WAS PREPARED FOR THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND IN ACCORDANCE WITH THE REQUIREMENTS OF THE ECONOMIC DEVELOPMENT CORPORATIONS ACT, ACT NO. 338 OF THE MICHIGAN PUBLIC ACTS OF 1974, AS AMENDED. THE UNDERSIGNED HAS PROVIDED ALL OF THE INFORMATION CONTAINED HEREIN AND HEREBY CERTIFIES AS TO THE ACCURACY AND VALIDITY OF SUCH INFORMATION AS OF THIS DATE. THE UNDERSIGNED UNDERSTANDS THAT THIS PROJECT PLAN IS STATUTORILY REQUIRED AND, IF IT CONTAINS ANY MATERIAL MISREPRESENTATION OR INACCURACY, COULD RESULT IN THE INVALIDATION OF THE ECONOMIC DEVELOPMENT CORPORATION PROCEEDINGS REGARDING THE PROJECT TO WHICH THE PROJECT PLAN PERTAINS. By: Q., Its: Pq / /7114Z' 17-""e4 Dated : PROJECT PLAN STATUTORILY REQUIRED INFORMATION REGARDING ROGIESTER GALLERIA PROJECT I. THE LOCATION AND EXTENT OF EXISTING STREETS AND OTHER PUBLIC FACILITIES WITHIN THE PROJECT DISTRICT AREA; THE LOCATION, CHARACTER. AND EXTENT OF THE CATEGORIES OF PUBLIC AND PRIVATE LAND USES NOW EXISTING AND PROPOSED FOR THE PROJECT AREA, INCLUDING RESIDENTIAL, RECREATIONAL. COMMERCIAL. INDUSTRIAL, EDUCATIONAL. AND OTHER USES; AND A LEGAL DESCRIPTION OF THE PROJECT AREA: Existing vacant lot at 220 Main Street, Rochester, Michigan. Project has no impact on existing streets and public facilities. Property is presently zoned B-1 and located in the Downtown Business District. Legal description of Project Area attached as Exhibit A. II. A DESCRIPTION OF EXISTING IMPROVEMENTS IN THE PROJECT AREA TO BE DEMOLISHED, REPAIRED, OR ALTERED; A DESCRIPTION OF REPAIRS AND ALTERATIONS; AND AN ESTIMATE OF THE TIME REQUIRED FOR COMPLETION: The property is presently a vacant lot which at one time was a used car lot for an automotive dealership. We will construct a three story off ice/ retail center. An entrance will be created at the rear of the building and an interior walkway will be created. Shoppers will be able to gain access from the municipal parking lot in the rear cf the building to the Main Street of Rochester. The project will require 8 months for completion III. THE LOCATION. EXTENT CHARACTER. AND ESTIMATED COST OF THE IMPROVEMENTS. INCLUDING REHABILITATION CONTEMPLATED FOR THE PROJECT AREA. AND AN ESTIMATE OF THE TIME REQUIRED FOR COMPLETION: A three story building will be constructed on a vacant lot. Interior improvements will result in a multi tenant office/retail center. Construction is estimated at 3,600,000.0O. The project will require 8 months to complete. •nn .1n07 4 IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF EACH STAGE: Construction will all be completed in one stage as previously indicated. Completion will require 8 months. V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE: Not Applicable VI. THE ECONOMIC SELL, DONATE THE PROPOSED A DESCRIPTION OF PORTIONS OF THE PROJECT AREA WHICH DEVELOPMENT CORPORATION OR THE COMPANY DESIRES TO • EXCHANGE OR LEASE TO OR FROM THE MUNICIPALITY AND TERMS: Not applicable. VII. A DESCRIPTION OF DESIRED ZONING CHANGES AND CHANGES IN STREET, STREET LEVELS, INTERSECTIONS AND UTILITIES: Not Applicable. VIII. A DESCRIPTION OF THE PROPOSED METHOD OF FINANCING THE PROJECT, INCLUDING ATTACHMENT OF A COPY OF THE BOND PURCHASER'S COMMITMENT LETTER: Funding through personal assets and First of America loan proceeds. Copy of bond purchaser's commitment letter attached as Exhibit B. IX. A STATEMENT REGARDING THE PAYMENT OF PREVAILING WAGE AND FRINGE BENEFIT RATES AS DETERMINED PURSUANT TO ACT NO. 166 OF THE MICHIGAN PUBLIC ACTS OF 1965, AS AMENDED (REGARDING' WAGES ON STATE CONTRACTS): See Exhibit C. X. A LIST OF PERSONS WHO WILL MANAGE OR BE ASSOCIATED WITH THE MANAGEMENT OF THE PROJECT FOR A PERIOD OF NOT LESS THAN I (ONE) YEAR FROM THE DATE OF APPROVAL OF THE PROJECT PLAN: C. W. Schneider - Partner W. A. Mitzelfeld - Partner XI. DESIGNATION OF THE PERSON OR PERSONS, NATURAL OR CORPORATE, TO WHOM THE PROJECT IS TO BE LEASED, SOLD OR CONVEYED AND FOR WHOSE BENEFIT THE PROJECT IS BEING UNDERTAKEN, TO THE EXTENT THAT INFORMATION IS PRESENTLY AVAILABLE: Project will be leased to prospective oirfice/retail users. XII. IF THERE IS NOT AN EXPRESS OR IMPLIED AGREEMENT WITH A PERSON OR PERSONS, NATURAL OR CORPORATE, THAT THE PROJECT WILL BE LEASED, SOLD, OR CONVEYED TO THOSE PERSONS, THE PROCEDURES FOR BIDDING FOR THE LEASING, PURCHASING OR CONVEYING OF THE PROJECT UPON ITS COMPLETION: Not Applicable. XIII. ESTIMATES OF THE NUMBER OF PERSONS RESIDING IN THE PROJECT AREA AND THE NUMBER OF FAMILIES AND INDIVIDUALS TO BE DISPLACED. IF OCCUPIED RESIDENCES ARE DESIGNATED FOR ACQUISITION AND CLEARANCE, INCLUDE A SURVEY OF THE FAMILIES AND INDIVIDUALS TO BE DISPLACED, INCLUDING THEIR INCOME AND RACIAL COMPOSITION, A STATISTICAL DESCRIPTION OF THE HOUSING SUPPLY IN THE COMMUNITY, INCLUDING THE NUMBER OF PRIVATE AND PUBLIC UNITS IN EXISTENCE OR UNDER CONSTRUCTION, THE CONDITION OF THOSE IN EXISTENCE, THE NUMBER OF OWNER-OCCUPIED AND RENTER-OCCUPIED UNITS, THE ANNUAL RATE OF TURNOVER OF THE VARIOUS TYPES OF HOUSING AND THE RANGE OF RENTS AND SALE PRICES, AN ESTIMATE OF. THE TOTAL DEMAND FOR - 7 - HOUSING IN THE COMMUNITY, AND THE ESTIMATED CAPACITY OF PRIVATE AND PUBLIC HOUSING AVAILABLE TO DISPLACED FAMILIES AND INDIVIDUALS: Not applicable. No people presently reside in the Project Area, no families or individuals will be displaced by the Project, and no residences are located in the Project Area. XIV. A PLAN FOR ESTABLISHING PRIORITY FOR THE RELOCATION OF PERSONS DISPLACED BY THE PROJECT IN NEW HOUSING IN THE PROJECT AREA: Not applicable. XV. PROVISION FOR THE COSTS OF RELOCATING PERSONS DISPLACED BY THE PROJECT AND FINANCIAL ASSISTANCE AND REIMBURSEMENT OF EXPENSES, INCLUDING LITIGATION EXPENSES AND EXPENSES INCIDENT TO THE TRANSFER OF TITLE, IN ACCORDANCE WITH THE STANDARDS AND PROVISIONS OF THE FEDERAL UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES ACT OF 1970, 42 U.S.C. 4601 TO 4655: Not applicable. XVI. A PLAN FOR COMPLIANCE WITH ACT NO. 227 OF THE MICHIGAN PUBLIC ACTS OF 1972, WHICH PERTAINS TO PROVIDING FINANCIAL ASSISTANCE, ADVISORY SERVICES AND REIMBURSEMENT OF CERTAIN EXPENSES TO DISPLACED PERSONS: Not applicable. XVII. OTHER MATERIAL AS THE ECONOMIC DEVELOPMENT CORPORATION, LOCAL PUBLIC AGENCY, OR GOVERNING BODY CONSIDERS PERTINENT: Not applicable. EXH1EIT A LEGAL DESCRIPTION T3N H11E, Section 14 Original Plat Si of Lot 18 and Lot 19. July 1, 1986 FIR5FF :IA RICA First of America Bank Oakland Macomb, NA P.O. Box 330 Pontiac. Michigan 48056 Telephone 313-B57-5500 I,13 Charles W. Schneider William A. Mitzelfeld Rochester Galleria 220 Main Street Rochester, MI 48063 Re: Commitment with regard to bonds to be issued by The Economic Development Corporation of the County of Oakland, Michigan for Rochester Galleria, A Michigan Co-Partnership (the "Company") for construction of a 37,800 sq. ft. retail/office building (the "Project") Gentlemen: Please be advised that First of America Bank - Oakland Macomb, N.A. (the "Bank") has approved the purchase by the Bank, for its own account, of The Economic Development Corporation of the County of Oakland $2,700,000 Limited Obligation Revenue Bonds (the "Bonds"). The obligor on the bond issue will be Rochester Galleria, a Michigan Co-Partnership, whose partners are Charles W. Schneider and William A. Mitzelfeld (the "Partners"). The Bank's commitment set forth in this letter pertaining to purchase of the Bonds is subject to the following conditions. The Bonds shall be purchased on terms and conditions acceptable to the Bank, including, without limitation, a maturity date for the Bonds not later than twenty one (21) years after issuance of the Bonds, a floating interest rate equal to 80% of the Bank's Base Rate to be borne by the Bonds for the first twelve (12) months after issuance of the Bonds and a floating interest rate equal to 65% of the Bank's Base Rate plus 1% to be borne by the Bonds for the remaining term of the Bonds. The Bonds shall provide for monthly interest payments. Beginning twelve (12) months after the issuance of the Bonds, the Company shall be required to make 240 monthly payments of principal in the amounts set forth in the attached amortization schedule. The Bank shall have the option to call the loan due and payable, notwithstanding any other provision in this commitment, upon thirty (30) days notice to the Company ten (10) years from the date of principal amortization. Charles W. Schneider William A. Mitzelfeld • -2- July 1, 1986 Further, the Bonds must contain provisions (1) which provide that the Bonds will be redeemed immediately upon the occurrence of an event which renders interest received on the Bonds taxable and the interest rate on the Bonds will be increased to a rate of Base Rate plus 1%, floating effective on the occurrence of such an event; and (2) which protect the Bank's anticipated yield on the Bonds in the event of future changes in federal income tax rates and changes in federal tax law which (a) affect the tax treatment of any amount attributable or deemed attributable to the purchasing or carrying of the Bonds or subject the interest received by the Bank on the Bonds to any preference tax, excess profits tax or other federal tax which changes the basis of taxation of the payments of interest on or principal of the Bonds, or (b) affect any method used or calculation involved in determining any federal tax. Security for the Bonds will consist of a first lien on the site on which the Project is located (220 Main Street) and the buildings constructed thereon, a first lien on the Project including all machinery, equipment, furnishings and other personal property related or pertaining to the Project and/or to be purchased with the proceeds of the Bonds, licenses and permits, and the assignment and subordination of all present and future leases and rents covering the Project. Further, the Bank will require the guarantees of each of the Partners, which guarantees will unconditionally guaranty repayment of all amounts due and owing with respect to the Bonds. The Bank's commitment to purchase the Bonds expires on September 30, 1986. If the Bonds have not been issued and sold on or before Septemter 30, 1986, this commitment shall expire and may be renewed only at the sole discretion of the Bank. The Bank's commitment to purchase the Bonds shall be subject to the additional condition that no legislation shall have been enacted by the Congress of the United States or adopted by or introduced or proposed in either House thereof, no decision by a Court of the United States or the Tax Court of the United States shall have been rendered and no ruling, regulation or official statement by or on behalf of the Department of Treasury of the United States, the Internal Revenue Service or other governmental agency shall have been made, with respect to federal taxation upon receipts, revenues or other income of the general character expected to be derived by the Issuer, including payments under the Loan Agreement, or upon interest received on bonds of the general character of the Bonds or which would have the effect of adversely changing directly or indirectly the federal income tax consequences of interest on bonds of the general character of the Bonds in the hands of the owners thereof, which in the reasonable opinion of the Bank materially affects the Bank's anticipated yield on the Bonds or the availability of security therefor. The Bank will require a written appraisal of the project by an appraiser acceptable to the Bank indicating an appraised value of not less than 75% loan to value based upon a method of appraisal which is acceptable to the Bank. Charles W. Schneider William A. Mitzelfeld _3_ July 1, 1986 The Br* will require a mortgage title insurance policy insuring the Bank's first lien on the real estate which is security for the Bonds, without exceptions, in the face amount of the Bonds from a title company satisfactory to the Bank. It will also be necessary to furnish the Bank with a satisfactory mortgage survey from an approved surveyor showing no encroachments or adverse rights. At the time the Bonds are issued and purchased, the Bank shall be furnished with original hazard insurance and general liability insurance policies in an amount satisfactory to the Bank, naming the Bank as loss payee and mortgagee and as an insured party. In addition, the Company shall purchase and maintain flood insurance if required by the Flood Disaster Protection Act of 1978, or any amendments thereto. Prior to purchasing the Bonds, the Bank will require that the following additional condition be met: (1) The Company must supply to the Bank evidence that all improvements and their use fully comply with applicable zoning and building laws and requirements and that utility services are available to the Project. The Bank will require that the bond documents provide for standard representations and warranties covering due organization and authorization, noncontravention of law or other agreements, no litigation and correctness of financial reports. The bond documents shall also include affirmative and negative covenants and default clauses deemed satisfactory to the Bank. Specifically, but without limitation, the bond documents provide that: (1) The Company will cause the maintenance of all deposit accounts with the Bank. (2) The Company shall not become or remain obligated for any indebtedness for borrowed money, or for any indebtedness incurred in connection with the acquisition of any property, real or personal, tangible or intangible, except indebtedness to the Bank and current unsecured trade utility or non-extraordinary accounts payable arising in the ordinary course of the Company's business. (3) There shall exist a default in the event there is any change in management, ownership or the control of the Company which could in the sole judgment of the Bank adversely affect future prospects for the successful operation of the Company. (4) The Company shall provide to the Bank prior to twelve (12) months after closing leases for eighty (80%) percent of the total net leaseable area at a minimum of $13.00 per square foot, triple net basis to the Company, in form satisfactory to the Bank. If the Company is unable to achieve the rental occupancy prior to the Charles W. Schneider William A. Mitzelfeld -4- July 1, 1986 expiration of the twelve (12) month interest only period, then the Bonds shall become due and payable in full with all accrued interest thereon. The Bank will require that the bond documents provide that no monies be disbursed to or for the benefit of the Company without the consent of the Bank. The bond documents shall provide that the Bank shall be entitled to retain in the Project Fund an amount equal to the estimated cost to complete the Project plus ten (10) percent of the cost of work completed. The Bank will only approve disbursements to the Company in accordance with its normal practices for construction lending. Specifically, the Bank will require that no proceeds of the Bonds be disbursed to the Company until the following conditions (and, to the extent not inconsistent herewith, those conditions set forth in the enclosed First of America Bank-Oakland Macomb, N.A. General Conditions/Construction Loan Commitments and Terms of Construction Loans) are met: (a) the Bank approves the builder of the Project and the title company notifies the Bank that the construction draw is insured. (b) the Bank is furnished with a copy of a fixed price construction contract for the construction of the Project and the construction contract is assigned to the Bank. (c) the Bank receives and approves the final plans and specifications for the Project. (d) the Bank is provided with a copy of the building permit. (e) the builder or contractor supplies a sworn statement and waivers of liens satisfactory to the Bank and the title insurance company for himself and all subcontractors. (f) each sworn statement includes a breakdown of the contract price, the amount paid and the balance due. (g) undisbursed funds will always equal 100% of the Bank's determination of the cost to complete construction including soft costs. (h) all draws are insured by the title company. (i) receipt of inspection reports by an independent architect, satisfactory to the Bank, and paid by the Company, certifying that completion to date_is in accordance with the plans and specifications for the Project, the amount of work completed and paid for and the balance of work to complete. 4 Charles W. Schneider William A. Mitzelfeld -5- July 1, 1986 The Bank reserves the right to approve bond counsel acting with respect to the issuance of the Bonds. The Bank will require bond counsel's unqualified opinion that the interest on the Bonds will be tax exempt as well as their opinion on other matters related to the issuance of the Bonds. The Bank will also require legal opinions from attorneys acceptable to the Bank on behalf of the Company as to such legal matters as are deemed necessary by the Bank and its legal counsel. All documentation with respect to the Bonds is subject to the review and approval of the Bank's legal counsel. The Bank may require such certificates, instruments and other documents that are customarily included as part of transactions of the type described herein in form and substance acceptable to the Bank. All of the Bank's fees, costs and expenses (including legal counsel's fees and expenses) incurred in connection with or relating to the matters and transactions contemplated by this commitment shall be paid by the Company without regard to whether or not these matters and transactions are ever closed or consummated. The commitment set forth herein shall not be assignable by the Company by operation of law, or otherwise, and may be terminated at the Bank's option and in any manner as the Bank may determine, if the Company shall fail to comply with any of the terms and conditions hereof, or in the event at any time prior to the closing of the financing arrangements described herein of a material adverse change in the financial condition of either the Partners, the Company, or both or of a filing by or against the Company or any of the Partners of a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee or the making by the Company or any of the Partners of an assignment for the benefit of creditors or the filing of a petition for arrangement with respect to the Company. The commitment letter contains the entire agreement of the Bank as of the date hereof and is not subject to or supplemented by any previous correspondence between the Company and the Bank or any other document not expressly referenced herein. No change in this commitment letter shall be binding upon the Bank unless expressed in writing and signed by the Bank. Please indicate your acceptance of the terms and conditions of this commitment letter by signing the original copy where indicated, and returning it to us within 14 days of the date hereof, along with a commitment fee in the amount of $54,000.00 or all of the Bank's commitments set forth in this commitment letter will expire. The Company acknowledges that the commitment fee is non-refundable. Very truly yours, FIRST OF AMERICA BANK-OAKLAND MACOMB, N.A. Philip B. Beaudette Assistant Vice President Charles W. Schneider William A. Mitzelfeld -6- July 1, 1986 ACKNOWLDEGEMENT The undersigned hereby acknowledges and accepts the terms and conditons set forth above. ROCHESTER GALLERIA, A MICHIGAN CO-PARTNERSHIP By: Dated: Charles W. Schneider Partner/Guarantor By: Dated: William A. Mitzelfeld Partner/Guarantor ROCHESTER GALLERIA Payment Princimal Amount 1 - 12 $ 5,198.00 13 - 24 5,588.00 25 - 36 6,007.00 37 - 48 6,457.00 49 - 60 6,941.00 61 - 72 7,462.00 73 - 84 8,020.00 85 - 96 8,621.00 97 - 108 9,268.00 109 - 120 9,962.00 121 - 132 10,709.00 133 - 144 11,512.00 145 - 156 12,375.00 157 - 168 13,303.00 169 - 180 14,300.00 181 - 192 15,372.00 193 - 204 16,524.00 205 - 216 17,762.00 217 - 228 19,094.00 229 - 240 20,525.00 Change in Corporate Tax late In the event of an increase or decrease in the Corporate Tax late (as hereinafter defined) enacted or effective after the date of original issuance of this loud, the interest rate set forth herein (other than any interest rate In effect following an lvent of Taxibility) shall be decreased (in the case of an increase in said Corporate Tax late) Or increased (in the case of a decrease in said Corporate Tax late) to the Adjusted Tax Exempt late (as hereinafter defined), effective as of the date of such change in the Corporate Tax late. For purposes of this Section, (i) 'Adjusted Tax Exempt late shall mean the product of (x) the interest rate set forth in the first paragraph of this Bond times (y) x fraction (expressed as a decimal) the numerator of which is the number one minus the Corporate Tax Late in effect following the change in such rate referred to in the preceding sentence and the denominator of which is the number one minus the Corporate Tax late in effect on the date of original issuance of this Bond; and (ii) 'Corporate Tax late" shall mean the highest marginal statutory rate of Federal income tax imposed on corporations. Article II. Preference Tax Indemnification.. The Company covenants and agrees that if at any time (whether before or after maturity, redemption or other payment or prepayment of the Bond or any sale or other transfer of the Bond to any other person, firm or corporation), as a result of a change in the Code, (a) any payment of interest or principal Or any amount in respect of or measured in whole or in part by •eferehOe to interest on or principal of the Bond or any amount of interest sin indebtedness attributable or deemed to be attributable directly or indirectly to the purchase or carrying of the load, is, in the opinion of counsel for the lank, subject to or affected by a pre- ference tax (meaning a tax imposed by Section 55, 56, 57 or 58 of the Code, as amended from time to time, or any successor sections thereto or any similar provisions), an excess profits tax or other Federal tax vhich changes the basis of taxation of the payments of interest on or principal of the load, or interest on indebtedness attributable or deemed to be attributable directly or indirectly to the purchase or carrying of the Bond, to the Beek, Or affects any method used or calculation involved in determining any Federal Tax, or (b) the deductibility or other tax treatment of any amount attributable or deemed to be attributable, directly or indirectly, to the purchasing or carrying of the Bond is adversely affected, then, upon written notice to such effect from the Bank to the Company, which notice shall set forth the date as of which any payment or amount may have become subject to such preference, excess profits or other Federal tax or such deductibility or other tax treatment shall have been affected, the Company shall pay to the Bank in immediately available funds an amount which, after reduction by the amount of all taxes attributable to the inclusion of such amount in the gross income of the Bank under the laws of any Federal, state or local governmental or other taxing authority (computed on the assumption that Federal taxes are payable by the lank at the Corporate Tax late (after taking into account deductions attributable to the imposition of state and local taxes) and that state and local taxes are payable by the lank at the highest marginal statutory rates then applicable to ranking corporations With- out allocation or apportionment to any other jurisdiction)) shall be equal to the amount of any such preference, excess profits or other Federal taxes and any interest, penalties and additions to tax which are payable by the Bank as a consequence of such change (computed on the assumption that Federal taxes are payable by the lank at the Corporate Tax Rate) it being the intent and purpose of the parties hereto that the piofit of the lank with respect to the payment of interest to it on the Bend shall not be diminished by any such change in the Code (whether through or as a result of direct or indirect Federal taxation of the interest on or principal of the Bond, the disallowance of a deduction or otherwise). Notwithstanding, the foregoing provisions of this Article, no payment by the Company shall be required in respect of a preference, excess profits or other Federal tax to which of this Article relates to the extent that such tax is imposed and computed without regard to whether interest on the Eland is or may be exempt from tax under the provisions of Section 103 of . the Code, any other provision of law or any successor provisions thereto. For purposes of this Article XI, the term 'Change in the Code shall include, 'without limitation, any provision of the Tax Equity and Fiscal Responsibility Act of 1982. Exhibit C COMPANY CERTIFICATE REGARDING PAYMENT OF PREVAILING WAGES (Rochester Galleria Project) The undersigned, Rochester Galleria, a Michigan co-partnership (the "Company"), hereby certifies to The Economic Development Corporation of the County of Oakland (the "EDC") as follows: 1. This Certificate is made and based upon the best of the Company's knowledge and belief, only after thorough investigation and discussion with all owners of the Company and others who might have knowledge regarding the subject matter. 2. The Company understands that this Certificate is a statutory requirement under the Economic Development Corporations Act, Act No. 338 of the Michigan Public Acts of 1974, as amended (the "Act") which, if improperly made or based upon any material misrepresentation or inaccuracy, might invalidate the proceedings regarding the Rochester Galleria Project (the "Project") pursuant to which the EDC expects ultimately to issue its limited obligation economic development revenue bonds to finance all or part of the Project. 3. Within the meaning and intent of Section 8(4)(h) of the Act, all persons performing work on the construction of the Project will be paid the prevailing wage and fringe benefit rates for the same or similar work in the locality in which the work is to be performed, as determined pursuant to Act No. 166 of the Michigan Public Acts of 1965, as amended. ROCHESTER GALLERIA, a Michigan co-partnership By : Its: Partner Dated: 6-2-86 (0534w) Exhibit D COMPANY CERTIFICATE REGARDING TRANSFER OF EMPLOYMENT (Rochester Galleria Project) The undersigned, Rochester Galleria, a Michigan co-partnership (the "Company"), hereby certifies to The Economic Development Corporation of the County of Oakland (the "EDC") as follows: 1. This Certificate is made and based upon the best of the Company's knowledge and belief, only after thorough investigation and discussion with all owners of the Company and others who might have knowledge regarding the subject matter. 2. The Company acknowledges that this Certificate will be employed by the EDC as the sole basis for the EDC's certification to the Board of Commissioners of the County of Oakland as to transfer of employment as required by Section 8(3) of the Economic Development Corporations Act, Act No. 338 of the Michigan Public Acts of 1974, as amended, (the "Act"). 3. The Company understands that the EDC's Certification to the Board of Commissioners of the County of Oakland is a statutory requirement which, if improperly made or based upon any material misrepresentation or inaccuracy, might invalidate the proceedings regarding the Rochester Galleria Project (the "Project") pursuant to which the EDC expects ultimately to issue its limited obligation economic development revenue bonds to finance all or part of the Project. 4. As of the date hereof, the Project shall not have the effect of transferring employment of more than 20 full-time persons from a municipality (as that term is defined in the Act) of this State to Rochester, Michigan, the municipality in which the Project will be located. 5. The Company agrees that during the life of the bonds proposed to be issued by the EDC to finance the costs of the Project for the Company, the Company will not permit a lease or sublease in connection with the Project which would have the effect of transferring, as to such lease, sublease or group of leases or subleases which are interrelated (i.e. "interrelated" means leases negotiated as part of one set of negotiations or leases with lessees who are related by more than 50% common ownership), employment of more than 20 full-time persons from a municipality of this State to Rochester, Michigan unless the Company or such lessee or (0533w) sublessee has first obtained a consent to the proposed transfer of employment from the governing body of each municipality from which employment is to be transferred. 6. The Company understands that a covenant to effectuate the purposes of this Certificate will be included in those covenants to be made by the Company when bonds are issued by the EDC for the benefit of the Project. ROCHESTER GALLERIA, a Michigan co -partnership Its: Partner Dated: 6-2-86 By 2