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HomeMy WebLinkAboutResolutions - 1985.07.25 - 11188July 25, 1985 2796E MISCELLANEOUS RESOLUTION NO. 8 5 221 RE: ECONOMIC DEVELOPMENT GROUP RESOLUTION APPROVING PROJECT PLAN (GEORGETOWNE PROPERTIES PROJECT) 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 Georgetowne Properties 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 July 22 . 1985, the governing body of the Village of Bingham Farms. Oakland County, Michigan, also approved the Project Plan; and WHEREAS, on July 25 1985, this Board of Commissioners held a public hearing to consider whether the NAYS: Members: None. 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 !CW F.BY APPROVE THE FOP''.77'n'No'' ?717 QH F _ " 17 -17/Z7 , 7-) hi • L APItiro7h / ZraTri Chai Moved by Lanni supported b, Susan Kuh *rd Lanni he resolution be adopted. YEAS: Members: Hobart, R. Moore, Nelson, Olsen, Pernick, Price, Doyon, Fortino, Gosling, Hassberger. Kuhn, S. Kuhn, Lanni, McDonald, McPherson, Moffitt Rewold, Skarritt, Webb, Wilcox, Aaron, Calandra, (22) ABSENT: Members: Caddell, Law, McConnell, Page, Perinoff. (5) ABSTENTIONS: Members: None RESOLUTION DECLARED ADOPTED: - 2 - 71n—D. Allen Co ty 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 nth day of July , 1985, 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. Iyqn D. Allen CAnty Clerk Dated: July 25, , 1985 11;01 B 6t EXHIBIT A THE ECONOMIC DEVELOPMENT CORPORATION 07 THE COUNTY OF OAKLAND Oakland County, Michigan GEORGETLWNE PROPERTIES Project PROJECT PLAN CONTENTS 1. Summary Description of Project (Page 2) 2. Project Plan Certification by Company (Page 3) 3, Statutorily Required Information (Page 4) 40 Exhibits - Project Area Legal Description - Bond Purchaser's Commitment Letter "C" - Company Certificate Regarding "Prevailing Wages" Company Certificate Regarding Transfer of Employment Other 61 D 66 PROJECT PLAN SUMMARY DESCRIPTION OF GEORGETOWNE PROPERTIES PROJECT OWNER OF PROJECT: GEORGETOWNE PROPERTIES, a Michigan co-partnership CONTACT PERSON: (Name, address, telephone number) RICHARD A. ROESER Georgetowne Properties, 29830 Telegraph Road, Southfield, MI !38073 LOCATION OF PROJECT: (Local municipality). Bingham Farms, MI PROJECT AREA/DISTRICT AREA: See Exhibit A NATURE OF PROJECT: Commercial Office Buildings (two) of aggregate 40,000 sq. ft, EMPLOYMENT CREATED OR RETAINED: Approximately in permanent TOTAL PROJECT COST: $3,100,000.00 BONDS TO BE ISSUED: $3,100,000.00 BOND PURCHASER: . FIRST OF AMERICA BANK, DETROIT, N.A. 645 Griswold, Detroit, MI 48226 DATE AND EXPIRATION DATE OF BOND PURCHASE COMMITMENT: COMMITMENT ISSUED: June 7, 1985 EXPIRATION DATE: Dec. 31, 1985 2 PROJECT PLAN CERTT ICATION 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. CEORGET<;;ERTIES By: Ri2.aard A. Roeser Its: Partner Dated: ;Hine 11 PROJECT PLAN STATUTORILY REQUIRED INFORMATION REGARDING s•aaaa_E_LIacuTivE OFFICE PROJECT I. THE LOCATION AND EXTENT OF EXISTING STREETS AND OTHER PUBLIC FACILITIES WITHIN THE PROJECT DISTRICT AREA: THE LOCATION, CHARACTER, AND EXTENT OF TUE 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: The land is presently vacant. The project contemplates the construction of two buildings consisting of a total of 40,000 square feet to be used for commercial office purposes with DO portion devoted to public purpose-s. 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: An existing residential structure on subject property has been removed. 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: SEE I. ABOVE SITE DEVELOPMENT (Utilities, Grading, - Paving and Landscaping) • STRUCTURES. $ 305,000.00 $2,605,000.00 - 4 - 5 IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF .COMPLETION OF EACH STAGE: Underground Site Work Foundations 'Shell Construction Tenant Leasehold Improvements Landscaping July 1985 July 1985 February 1986 November 1986 June 1986 V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO DE LEFT AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE: Entire area consisting of approximately 262,115 square feet of which 175,487 square feet will consist of green area. VI. A DESCRIPTION OF PORTIONS OF THE PROJECT AREA WHICH THE ECONOMIC DEVELOPMENT CORPORATION OR THE COMPANY DESIRES TO SELL, DONATE, EXCHANGE OR LEASE TO OR FROM THE MUNICIPALITY AND THE PROPOSED TERMS: Not applicable. VII, A DESCRIPTION OF DESIRED ZONING CHANGES AND CHANGES IN STREET, STREET LEVELS, INTERSECTIONS AND UTILITIES: NO ZONING CHANGES ARE REQUIRED. VIII. A DESCRIPTION OF THE PROPOSED METHOD OF FINANCING THE PROJECT. INCLUDING ATTACHMENT OF A COPY OF THE BOND PURCHASER'S COMMITMENT LETTER: A single registered bond is to be purchased by FIRST OF AMERICA BANK DETROIT, N.A. 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. -6.- X. A LIST OF PERSONS WHO WILL MANAGE OR BE ASSOCIATEr) WITH THE MANAGEMENT OF THE PROJECT FOR A PERIOD OF NOT LESS THAN 1 (ONE) YEAR FROM THE DATE OF APPROVAL OF THE PROJECT PLAN: RICHARD A. ROESER, Partner JAMES C. BEACHUM, Partner XL 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: 100% of leaseable space of project will be leased to tenants. Presently, the following tenant lease is being negotiated: AMERICAN SPEEDY PRINTING, INC. - 17,000 Square Feet 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. - 8 - 9 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. Records. Li c BI I! EXHIBIT LEGAL DESCRIPTION GEORGETOWNE - Building I PAH Part Or Lot 1, Supervisor's PLat No. 20, being part or the Southeast 1/4 of Section 5, Town.). North, Range 10 _East s .according to the plat thereof-as - recorded in liber 5/1, page -49 of PLats, Oakland county Records, described as beginning at a point in the Westerly line of said Lot 1, or the Easterly line of T50 feet Telegraph Road, said point being located Southerly on Westerly lint;, of said Lot 1, a distance of 507.10 feet from the East and West 1/4 Section line of said Section 5 or Northwest corner of said Lot 1; thence on a curve to the left along Westerly line of said Lot 1 (radius 11,309.29 feet long chord hears South 2 degrees, 32 minutes, West 230.7 feet) a distance of 230.78 feet;. thence North 89 degrees, 16 minutes, East 460.77 feet to Easterly line or said Lot 1; thence on a curve to the left along said Easterly line (radius 674.67 feet long chord bears North 20 degrees, 21 minutes, East 60.14 feet a distance of 60.15 feet; thence North 1 degrees, 17 minutes, West 174.50 feet; thence South 89 de;rees, 16 minu:s, West 4f;7.52 feet to the point of bezinninE exce;,tinE therefrom that part taken by Michigan State Highway ,Commission for widening of Telegraph Poad by instrument recorded in liber 6164, page 335, Oakland County EXHIBI,T ",A" LEGAL DESCRIPTION GEORCFTOWNE - Building II PARCEL II: Part of the Southeast quarter of Section 5, Town 1 North, Range 10 East, Village of Bingham Farms, Oakland County, Michigan, described as Commencing at the Fast quarter corner of said Section 5; thence South 0 degrees, 04 minutes, East on Section line 1549.39, feet to the North line of AugOst Larson property; thence South 89 degrees, 56 minutes, West along North line of said Larson property 439,33 feet; thence North 32 degrees, 25 minutes, West along the Northeasterly line of said Larson property 389.22 feet to the center of Franklin River and the point or beginning of this description; thence North 58 degrees, 07 minutes, West 226.91 feet; thecne North 14 degrees, 58 minutes; West 393.0 feet; thence South 89 degrees, 16 minutes, West 298.81 feet to the Easterly line of 150 feet Tele- graph Road; thence on a curve to the right along Easterly line of said Telegraph Road (radius equals 11,384.9 feet long chord bears North 2 degrees, 32 minutes, East 20.0 feet), a distance of 20.0 feet to a point which is distant Southerly on the Easterly line or said Telegraph Road 737.88 feet from the East and West quarter Section line or said Section 5; thence North 89 degrees, 16 minutes, East 460.77 feet to the Westerly line of George W. Kennedy property; thence on a curve to the left along Westerly line of said Kennedy property (radius equals 674.67 feet long chord bears South 20 degrees, 06 minutes,- West 39.15 feet) a distance of 39.2 feet; thecne South 55 degrees, 19 minutes, East along South- westerly line of said Kennedy property 440.30 feet more or less to the center- line of Franklin River; thence Southerly and downstream along centerline or Franklin River 475 feet more or less, to the point or beginning, being a part of Lot 1 or Supervisor's Plat no. 20, as recorded in liber 54 of Plats, page 49, Oakland County Records, excepting therefrom that part taken by Michigan State Highway Commnsion for widening of Telegraph ,lRoad by instrument recorded IJ n , ° • in liber 5907, page 437, Oakland County Records. June 7, 1985 FIRST°F A ME3,1CA EXHIBIT "B" First ot Arc * Bartii.-Digiurbl'i. N.A. f. ne!P'M MiCroCi.• lelepno,,t , 71 .j 96`:, 190G Georgetowne Properties 29630 Telegraph Road Southfield, MI 48034 Gentlemen: In accordance with your application and in reliance on the information • and representation's presented therewith, First of America Bank - Detroit, N.A. ("Bank") is pleased to advise you of its commitment to purchase up to Three -Million One Hundred Thousand and no/100 ($3,100,000.00) Dollars of tax-exempt industrial development bonds (the "Bonds") to be issued by The Economic - Development Corporation of the County of Oakland ("EDC") for the purpose of making a loan of the proceeds thereof to Georgetowne Properties, a . Michigan partnership (the "Company") to pay the costs of acquiring, constructing and equipping the project described below. This commitment is subject to the following terms and conditions: 1. The .Project: Two executive office buildingsaggregating 40,787 gross square feet and 37,168 net rentable square feet located on a parcel of land of approximately 6.0 acres on the east side of Telegraph Road and one-quarter mile north of Thirteen t•Ile Road, Bingham Farms, Michigan. The Project will be owned by the Company. If the proceeds from the sale of the Bonds to . Bank are insufficient to pay the costs of completing the project, the -Company will complete the project at its own cost and expense in conformance with the plans and specifications previously furnished to Bank. 2. Terms of the Bond: Twenty year maturity with a thirty year amortization- of principal. Voluntary prepayments permitted on any scheduled monthly payment date, to be applied against required principal payment in inverse order of maturity, without penalty or premium, if the source of prepayment is from internally generatedfunds If not from internally generated funds, a premium of 1% will be charged. Prepayment shall be required, without penalty, if the Project is condemned, becomes obsolete, is destroyed and not rebuilt or in the event of a Determination of Taxability. Monthly payments of principal will be fixed for each 12-month period that the Bonds are outstanding as follows: during the first 120 months, $3,500.00 each month, and thereafter, $7,250.00 each month. Gecrgetowne Properties June 7, 1985 Page 2 Interest on the Bonds will be calculated each day on the basis of a 360-day year comprJsed of twelve 30-day months, at a rate per year equal to 70% of the floating variable rate announced by Bank from time to time as its "Base Rate," without regard to the rate or rates actually charged by Bank to customers, so long as such interest is exempt from federal income tax and payments are not in default. Interest will accrue and will be due and payable monthly in arrears on the basis of such floating, variable rate notwithstanding that monthly principal payments are fixed for successive 12-month periods. Bank shall have an option to require the Company to purchase the Bonds (or cause them to be purchased) on the tenth anniversary of their issue date upon at least 60 days' prior written notice. If payments become in default, interest on the overdue installments shall accrue at a rate per year equal to the Bank's Base Rate plus 3% during the period of default. If a Determination of Taxability (as defined below) shall occur or be made, interest on the Bonds will accrue at the rate per year equal to the Bank's Base Rate plus 1% from and after the date on which interest on the Bonds first became taxable until their redemption. 3. Security: The Bonds shall be secured by the following: (a) a Tirst mortgage lien on the Project, (b) an assignment of all contract rights under the EDC's loan agreement with the Company and all rents, income and leases affecting the Project, (c) a. security agreement granting a first and prior security interest in and to all personal property acquired for the Project with Bond proceeds, and (d) joint and several unconditional guarantees from the Company and each of its partners of the full amount of the Bonds, provided, however, that the guarantee of the partners shall be limited to the outstanding indebtedness in excess of $2,500,000 at any and all times after a final Certificate of Occupancy is issued with respect to the Project and there are tenants in actual occupancy paying rent sufficient to cover operating expenses and debt service under the Bonds. 4. Commitment Fee: The Company will pay to Bank a commitment fee equal to 1.0% of the maximum amount of the Bonds to be issued (i.e., 131,000), as follows: 115,500 shall be paid upon acceptance of this commitment by the Company and the balance shall be paid upon the Closing of the sale of the Bonds. 5. Taxability: A Determination of Taxability shall occur with respect to the Bonds, if Bank shall receive notice -that the IRS or nationally recognized bond counsel has determined that Georgetowne Properties June 7, 1925 Page 3 interest on the Bonds is no limner excludable from russ ncome of the Bondholder for federal income tax purposes (other than such a holder who is a "substantial user" or a "related person" as such terms are defined in the Code), for any reason whatsoever, including any change in law. 6. Change in Law: If there is a change in the Internal Revenue Code, the Regulations promulgated thereunder or in the interpretation thereof by any court, administrative authority or other governmental authority, (other than an Event of Taxability) which takes effect after the acceptance date of this letter and which results in (i) a reduction in the percentage of interest deductible by Bank for funds deemed to have been borrowed to purchase obligations on which interest is exempt from federal income tax, or (ii) any other condition imposed on banks generally which lowers the effective yield on the Bond to Bank including, but not limited to, changes in federal income tax rates, Company shell pay to Sank as additional interest the amount necessary to compensate Bank for the amount by which its after-tax yield was reduced as a result of the change in law , 7. Conditions precedent to Purchase of Bonds: Bank's obligation •to purchase t'e Bonds snaH De coFiditioned upon each and all of the following conditions precedent being satisfied by the Company at its sole expense: (a) Delivery of all documents and instruments necessary or appropriate in the judgment of Bank and its counsel, Dykema, Gossett, Spencer, Goodnow & Trigg, to consummate the transaction contemplated herein including (without limitation) the following: the Bonds, Bond Purchase Contract, Loan Agreement, Mortgage, Security Agreement, Bond Authorizing Resolution and other documentation of actions by the EDC, Indenture, partnership agreement and certificate of partnership of the Company, statement of authority from the Company's partners, and certificates regarding litigation involving the Company. (b) Receipt of an opinion from counsel for the Company which opinion shall be satisfactory in all respects to the Bank and its counsel, and which hail set forth such opinions as Bank reasonably deems appropriate for the contemplated transaotion (c) Receipt of an opinion from bond counsel for the EDC covering such matters as Bank and its counsel reasonably deem appropriate for the contemplated transaction, - including that interest on the Bonds is exempt from federal income tax and the Michigan Single Business Tax, (-0 (9) Geornetowne Properties June 7, 1985 Page 4 which opinion shall also be satisfactory in all other respects. (d) All executed leases most be satisfactory to Bank in form and content; and all future leases shall contain a clause stipulating that Bank and its counsel must approve the leases or they are void. All tenants must be acceptable to Bank. Any renewal options in the leases, must be at least at market rent. Bank shall be furnished with a fully executed original copy of all leases prior to closing. Each of the tenants shall acknowledge receipt of a notice of the conditional assignment of its lease to Bank and shall certify that all of the then pertinent conditions of its lease have been complied with to its satisfaction and that no defaults exist either on their Tart . or on the part of the project users, and also agree that they shall pay rent to Bank upon its compliance with the conditions of the assignment. (e) Bank shall be furnished with an ALTA mortoagee's policy of • title insurance, without exceptions (Additional Coveraoe Form) issued by a title company acceptable to Bank, in the principal amount of the Bonds insuring the mortgage granted to the EDC and assigned to Bank as a first lien, including insurance against mechanic's and materialmen's liens, upon the land and building, and insuring that the - Company has good and marketable title free of all liens, encumbrances or defects, and containing no exceptions other than those specifically permitted by the Lean Agreement. - A current as-built survey, certified to Bank, the EDC and the title company by a registered land surveyor, shall be submitted to Bank, showing: (1) the improvements to be free from encroachments; (2) the dimensions and area of the Project Site; (3) the location and dimensions of all existing or proposed improvements; (4) the location of all roads, easements, means of access to public streets; (5) all other physical conditions affecting the title and use of the land; (5) and such other details as Bank may request. The improvements must be located in accordance with the plans approved by Bank. In addition to the standard certification, the surveyor . shall also certify as to whether or not all or any part of the mortgaged premises lie within a federally designated flood hazard plain, and if all or any part do so lie, the food hazard area shall be sketched on the survey. Bank shall be furnished with evidence satisfactory to it of fire and extended coverage in the minimum amount of Georgetowne Properties June 7, 1985 Page 5 $3,100,000, a one year rental interruption policy in the m -inimum amount of $500,000, liability insurance of at least $3,100,000 and N.F.I.P. flood insurance if required by law, all issued by insurance companies acceptable to Bank. All policies will have a standard mortgagee clause payable to Bank. The policies shall not be terminable without thirty (30) days prior written notice to Bank and the EDC. (h) Bank shall have received an appraisal satisfactory to it valuing the subject land and building to be constructed thereon at not less than $3,900,000, as well as proof of appropriate zoning and the availability of all utilities. 8. Limitation on Draws: The Loan Agreement governing disbursement of Bond proceeds shall provide that no funds shall be advanced unless Bank has approved, prior to the time of the first advance, signed leases for 17,000 square feet of space at $15.50 per square foot annual rate. In addition, it shall be a condition to each disbursement o 4- Bond proceeds that the Company certify to Bank that following such draw there will remain on hand sufficient Bond proceeds to complete the project to the point where it can be placed in service. 9. Trustee: None required. Bank will act as a depositary (agent) of the EDC to disburse Bond proceeds and administer payments and other obligations thereafter. Financial Statements: Annual financial statements and TITTETTJTTY—i7g-TeTIFFITT-of the Company certified as correct by a general partner, together with other information as Bank may reasonably .request. 11. Investment o .c Bond Proceeds: At the time of acquisition of the Bonds, Bank shall disburse the entire face amount thereof to the EDC which shall in turn deposit such funds into a fund or an escrow account with Bank, as depositary. Undisbursed funds shall be invested or reinvested in accordance with directions from the Company in (i) direct obligations of, or obligations guaranteed by, the United States of America, or any agency thereof, (ii) certificates of deposit, or (iii) other investments satisfactory to Bank which are lawful for investment of funds of the EDC. Any interest accruing on any such investment and any profit realized therefrom shall belong to the Company, and any loss resulting from any such investment shall be charged against the fund. Notwithstanding the forgoing, the funds in the escrow account shall be invested in a manner not in violation of any arbitrage restrictions under Georgetowne Properties June 7, 1985 Pane 6 the Internal Revenue Code and the regulations issued ' thereunder. In the evert that the funds are not fully disbursed to the Project user on or before December 1, .1986, then any remaining funds shall be used to prepay the bonds, 12. Expenses: The Company shall pay all actual out-of-pocket costs incurred by Bank in connection with preparing this Commitment, preparing for and in closing the acquisition of the Bonds, and in disbursing bond proceeds, including (but not limited to) such items as appraisal fees, escrow fees, recording fees, legal fees, and other fees and charges that are specifically set forth in this Commitment, Such payment shall be made regardless of whether the Bonds ultimately are purchased. 13. Cancellation of Commitment This Commitment may be cancelled at Bank .s option, if a it is not accepted by the Project User on or before July 15, 1985, (b) if the Bonds are not purchased on or before December 31, 1985, or (c) the Company shall fail to comply with any of the terms and conditions hereof or shall default in any of its other obligations to Bank, (d) there is any material adverse change in the financial condition of the Company or any of its partners; or (e) any of the information or representations given to Bank in connection with the issuance of this Commitment proves to be untrue, incomplete or misleading at any time prior to the acquisition of the Bonds. You may indicate your acceptance of this Commitment by dating, signing and returning the copy of this letter enclosed for that purpose along with the required $15,500 (partial) payment of the Commitment fee. Very truly yours, FIRST OF AMERICA BANK - DETROIT, NATIONAL' ASSOCIATION By: gAti„ Michael J. Marloi?i, Assistant Vice President This commitment accepted this day of , 1985 GCORGETOWNE PROPERTIES, a Michigan partnership By: Its By: Its GEORGE' Michi E P)POPERTIES, a n c94artnership 2790E COMPANY CERTIFICATE RECAPPING PAYMENT OF PREVAILING WAGES (Georgetowne Properties Project) The undersigned, Georgetowne Properties, a Michican 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 ur>on 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 Georgetowne Properties 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 6(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. By: Its: Partner Exhibit D COMPANY CERTIFICATE REGARDING TRANSFER OF EMPLOYMENT (Georgetowne Properties Project) The undersigned, Georgetowne Properties, 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 Ceorgetowne Properties 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 the Village of Bingham Farms, 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 the Village of Bingham Farms, Michigan unless the Company or such lessee or sublessee has first GEORCETONEERTIES, a Michigan co 7,1:1--rtnership By: Its: Partner 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 understand7, that a covenanr 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 EDO for the benefit of the Project.