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HomeMy WebLinkAboutResolutions - 1985.07.25 - 111892786E MISCELLANEOUS RESOLUTION NO 85222 July 25, 1985 July 9• WHEREAS, on , 1985, the governing body of ECONOMIC DEVELOPMENT GROUP RESOLUTION APPROVING PROJECT PLAN (PINEWOOD OFFICES. & MANUFACTURING 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 Pinewood Offices & Manufacturing 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 necetsary 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 expezdenze 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 RE: Commerce Township, 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 PUBLIC SERVICES COMMITTEE 3Y APPROVE THE FOREGOING RESOLUTION -niE) T. a Moved by Lanni supported by golution be adopted. 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. YEAS: Members: R. Kuhn, S. Kuhn, Lanni, McDonald, McPherson, Moffitt, Moore, Nelson, Olsen, Perniek,. Rewoid, Skarritt, Vebb, Wilcox, Aaron, Caddell, Doyon, Fortino, Gosling, Hassberger, Hobart. (21) NAYS: • Members: None. (0) ABSENT: Members: Calandro, Law, McConnell, Page, Perinoff, Price. (6) ABSTENTIONS: Members: None. RESOLUTION DECLARED ADOPTED: LynreD Allen Cottiity 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 25th day of 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. Lynn D. Allen County Clerk Dated: July 25 , 1985 EXHIBIT A THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND _ Oakland County, Michigan ,1='newood Offices and Manufacturing Project PROJECT PLAN CONTENTS I. Summary Description of Project (Page 2) 2, Project Plan Certification by Company (Page 3) 3. Statutorily Required Information (Page 4) 4. Exhibits "A" - Project Area Legal Description "B" - Bond Purchaser's Commitment Letter "C" - Company Certificate Regarding "Prevailing Wages" - Company Certificate Regarding Transfer of Employment Other "E" - Cost of Project Detail PROJECT PLAN SUM-I-1/7\17Y DESCRIPTION OF PINEWOOD OFFICES F, MANUFACTURING PROJECT OWNER OF PROJECT: PINEWOOD OFFICES & MANUFACTURING, a Michigan Co-Partnership CONTACT PERSON: (Name address telephone numbeT) ROBERT ALFLEN•- 2750 Ridgway Court . Walled Lake, MI 48088 669-3570 LOCATION OF PROJECT: (Local municipality) . COMMERCE TOWNSHIP PROJECT AREA/DISTRICT AREA: See Exhibit A NATURE OF PROJECT: Light industrial building EMPLOYMENT CREATED OR RETAINED: 100 jobs retained/60 jobs created TOTAL PROJECT COST: $2,600,000.00 BONDS TO BE ISSUED: $2,080,000.00 BOND PURCHASER: COMMUNITY NATIONAL BANK OF PONTIAC DATE AND EXPIRATION DATE OF BOND PURCHASE COMMITMENT: Commitment date: May 29, 1985 Expiration date: July 29, 1985 - 2 - By: Kabert .tien Its: C Dated: June 4, 1985 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. PINEWOOD OFFICES & MANUFACTURING, a Michigan Co-Partnership PROJECT PLAN STATUTORILY REQUIRED INFORMATION REGARDING PINEWOOD OFFICES gz MANUFACTURING 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: All existing streets and public facilities within the project district area are adequate for industrial use The land is vacant except for the construction already commenced on the Project, which is anticipated to include an approximately 82,000 .square foot office and light industrial facility for lease to commercial and industrial tenants. 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: None 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: $2,600,000.00 - See Exhibit E - 4 - IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF EACH STAGE: See attached cost breakdown - Exhibit E V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE: Landscaping and parking area surrounding building, as well as a truck corridor and shipping dock, all of which shall be common areas for use by all tenants. 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. - 5 - 6 VII. A DESCRIPTION OF DESIRED ZONING CHANGES AND CHANGES IN STREET. STREET LEVELS, INTERSECTIONS AND UTILITIES: No changes are necessary VIII. A DESCRIPTION OF THE PROPOSED METHOD OF FINANCING THE ,PROJECT, INCLUDING ATTACHMENT OF A COPY OF THE BOND PURCHASER'S COMMITMENT LETTER: - 'See attached Commitment Letter from Community National Bank of Pontiac, dated May 29, 1985 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: Robert L. Alfieri lVillim Yonish 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: Static Controls, Inc. E .M .S , Inc. Oakwood Builders Ryken Tube Manufacturing 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: Over 70% of the project has already been leased and the remaining vacant space will be advertised by signs on property, as well as contacts with local businesses. 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 - 8 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. 2791E Exhibit A A part of the NW 1/4 of Section 24, T.2N., R.8E., Commerce Township, Oakland County, Michigan, being more particularly described as follows: Beginning at a point located 602°52 1 38"E 60.00 feet along the north-south 1/4 line of Section 24 (nominal centerline of Martin Road) from the N 1/4 corner of Section 24; thence continuing along said line 602°52 1 38"E 480.00 feet; thence S86°52'41W 530.00 feet (along the centerline of Dallavo Drive); thence NO2°5238W 480.00 feet; thence N86 0 52'41"E 530.00 feet to the point of beginning. Containing 5.842 acres of land and being subject to all easements of record. OF PONTIAC May 29, 1985 P.O. BOX 330 PONTIAC, MICHIGAN Robert L. Alflen Pinewood Offices & Manufacturing, A Michigan Co-Partnership 2750 Ridgway Walled Lake, MI 48058 Re: Parcel 2 & 3, Pinewood Industrial Park, Commerce Township. Dear Mr. Alflen: am pleased to inform you that Community National Bank of Pontiac (hereinafter referred to as the "Bank") has agreed to make a Construction and Permanent loan on the above referenced property in accordance with the following terms and conditions: BORROWER: Pinewood Offices and Manufacturing, A Michigan CO-Partnership GUARANTORS: LEGAL DESCRIPTION: DESCRIPTION OF IMPROVEMENTS; LOAN AMOUNT: INTEREST RATE; PAYMENTS: Robert L. Alflen, A Married Man Janet V. Alflen, His Wife William J. Yonish, A Married Man Judith Yonish, His Wife Part of Section 24, T.2N, R.8E, Commerce Township, Oakland County, Michigan, also known as Parcel 2 & 3, Pinewood Industrial Park, Commerce Township. Construction of a 82,000 sq. ft. light industrial building located'on Parcel 2 & 3, Pinewood Industrial Park, Commerce Township. $2,080,000.00. Based upon the issuance of tax-exempt industrial revenue bonds; 85% of Community National Bank's prime rate on a floating basis during the construction period, then 65% of Community National Banks prime rate on a floating basis plus 1%. Interest only up to twelve (12) months, then $19-,730.00 monthly to be applied to principal and interest monthly, due in full at maturity. FUNDING PERIOD: 'Earliest Date -- Mutual Convenience Latest Date -- July 29, 1985 n-•-• FEE: rinewood Offices 6 Manufacturing May 29, 1965 MATURITY: Eleven (11) years and twenty (20) year amortization. A $31,200.00 commitment fee which is due and upon acceptance of this commitment, shall he paid to the Bank. Terms and conditions relating to the commitment fee and to related expenses are set forth in the General Conditions attached hereto. The Bank's obligation to close the loan shall be subject to and the terms of the loan shall incorporate the General Conditions of Construction Loan Commitments and Terms of Construction Loans as well as General Conditions of Permanent Loans attached hereto and by this reference made a part hereof, and also the following special terms and conditions: - 1) Subject to approval by Community National Bank of Pontiac of an appraisal by a Bank approved appraiser in an amount that will result in a loan to appraisal ratio not to exceed 75%. 2) First mortgage on Parcels 2 and 3, Pinewood Industrial Park, Commerce Township, Michigan. 3) Assignment of Rents and Leases. 4) Fixed price construction contract, including performance bond. 5) Personal statements being signed. 6) Advance requirements prior to startup: Phase 1: 70% of net leaseable area to have signed leases, minimum teim of three (3) years. Phase T1: 67% of total net leaseable area, minimum term of three (3) years, — ?lease indicate your acceptance of this commitment by signing below and returning this original copy along with a check in the amount of 531,200.00 on or before June 10, 1985, afteT,which date this offer shall expire and shall become .null and v: Very truly yours, COMMUNITY NATIONAL BANK OF PONTIAC Philip B. Beauderte, Assistant Vice President PBB:pms Enclosure GUARANTORS: A Uett-L. Affl&n, A Ma;iied Man /1 Date Dare r Date Page 3 Pinewn04 Offices V.anufactuti May 29, 1985 The undersigned hereby accept the foregoing and agree to accept the attached loan PINEWOOD OFFICES i& MANUFACTUR175, A MICHIGAN CO—PARTNERSHIP /1 6-' ._14-,ilet E. Alflem, His Wife William J. -YoxFash„-..‹ Married Man (b) (c) Community National Bank GENERAL CONDITIONS CONSTRUCTION LOANS This offer is void and unenforceable against the bank unless all blanks and spaces hereof are completed and all alterations of tee attire-ie.:a cover letter and of tha genera; condrtions following. including deletions and provisions made tnagolicabre, if any. are ear:- initiated by an authoriaed officer of tire bank. When provisions are to he napplicable or deleted, -WA" shall be written in together wen lining out of the clause, except teal where appropriate, "zero" or "none" shall be placed in blanks and spaces_ Dated: April, 1976 Community National Bank of Pontiac GENERAL CONDITIONS CONSTRUCTION LOAN COMMITMENTS AND TERMS OF CONSTRUCTION LOANS 1. TYPE OF LOAN. It this loan is designated above as a "construction loan without permanent commitment," all references herein te the "Permanent Lender" or a "Permanent Commitment" shall be oeemed to be references to a pemanent render and permanent toe - commitment lobe secured by Borrower. If this loan is designated above as a "construction loan with permanent commitment by other lender", all references harem to the. "Permanent Lender" and the "Permanent Commitment" shaft be deemed to be references to that certain lender and commitment designated in the cover letter hereto. If this loan is designated above as a "Combined construction and permanent loan by Community National Bank'',. all references herein to the "Permanent Lender" and the "Permanent Commitment" shall be deemed to be references to the Bank and that certair permanent loan commitment for the Project issued by Bank to Borrower. 2. LOAN DOCUMENTS. The term "Loan Documents," as used in this Commitment, is hereby defined to include the following, all of which shalt be in form and content satisfactory to the Bank: (a) A construction loan agreement (the "Construction Loan Agreement") between Bank and Borrower providing for the construction, on the Premises of the improvements (the "Improvements")described in this Commitment; Promisory note(s) in the full amount of the Loan (the "Note"). The Note shall provide that interest thereon be computed on trie basis of a 360 clay year and that the whole or principal and interest shall be paid not later than the Maturity Date; A mortgage (the "Morteage") granting to Bank a first lien on the fee interest in the Premises, and any improvements erected ce to be erected thereon, including a security agreement granting to Bank a security interest in all personal property used in te:i operation of the Premises and Improvements (the "Project"); (d) An assignment of leases (lee 'Assignment of Leases"), if any portion(s) of the premises are to be leased, and an assignment of purchase contracts, if portion(s) of the premises are to be sold, and an assignment of syndications proceeds, if any portieres Of the Premises are to be syndicated; (e) A guaranty (the "Guaranty") of full payment, performance, and compliance, as and if required in this Commitment; , If this is a construction loan Only, a commitment for permanent funding of the Project in form satistactory to the Bank (teen "Permanent Commitment") from a financial institution or other lender satisfactory to the Bank (the "Permanent Lender"); (g) Satisfactory evidence of approval by the Permanent Lender of all matters which in Bank's opinion are capable of being approved before any given advance, to include for the first advance, by way of illustration but not of limitation: title. survea plans and specification, soil tests, leasing, commencement and completion Oates, and payment of all permanent lending tees of any designation. Prior to the first advance, Bank shall have received Permanent Lencter's acknowledgement or an assignment of the Permanent Commitment from Borrower to Bank; (h) An assignment of all contracts between The Borrower and third parties for construction of the Project; and (I) A disbursement agreement (the "Disbursing Agreement -) between the Borrower, Bank, and a title insurance corneal-a acceptable to Bank, providing for disbursement of the loan proceeds to the Borrower either directly, through the title company. or through such other arrangement or party as Bank shall designate; and (() Such other documentation as the Bank shall reasonably require. The Bank may require at any time before or after the closing of the Loan ; any Loan Document not theretofore required, including a Disbursement Agreement, and delivery of such Loan Document seal: be a condition to any further advances. 3. ADVANCES. The obligation of the Bank to make advances shall be conditioned as hereinafter Set forth: (a) The obligation of the Bank to make the first advance shall be subject to receipt or accomplishment of the following: The Bank shall have received: (i) Executed copies of all Loan Documents and the recording or filing thereof, where required. (ii) Satisfaction Of all Special Conditions as set forth in the cover letter to this Commitment. (iii) Copies of the plans and specifications fot the Improvements (the "Plans") acceptable to Bank and if require, by the • Bank, then acceptable to an architect of Bank's ceoice (it any, the "Bank's Architect"), together with written approve thereof by Borrower. Guarantoras), an architect of Borrower's choice (the -Borrower's Architect"), Permanent Lends' and any and all governmental authorities whose approvals are required. The Bank's Architect may be designaten, from Time to time by the Bank and may, at Bank's option, be the Borrower's Architect or an unrelated inctepenoein (iv) Current certified, and at the option of the Bank, audited financial statements of the Borrower (the "Borroweie Financial Statements") and of the Guarantor(s) the "guarantoesy Financial Statements") and of such other persone or entities connected with the Loan, such as lessees, as Bank shall request. (v) A Request for advance. (vi) If requested by Bank, advice from Borrower's Architect, to the effect that tee Plans have been approved by him anc by each required • governmental authority, that the Project Complies with applicable zoning ordinances ann regulations and that The General Contract or. if there is no Genera; Contractor, such subcontracts as Bana sea designate, are acceptable to him enc.: satisfactorily provide for the construction of the project. (vii) A copy of soil tests conducted on the Premises, acceptable to Borrower's Architect, indicating the subsoil ant geological conditions al the Premises- (viii) A Detailed cost breakdown, certifier.; by Borrower, itemizing by trade and estimating all costs necessary ar,f sufficient for the construction and compienon of the buildings and improvements es set forth in the Plans whica estimates shall be subdivided between direct rnarej and indirect (soft) costs. (ix) Evirtence of compliance with all iaws, eontng and other ordinances, rules, regulations and restrictions affecting ra e construction and use of the Protect, and evioence or approval of the Project by all local environmental and ecoloen boards, zoning and planning commissions and any other ia nd use regulatory bodies. (f) (x) All requireb permats and al other authorirfaticirs. it any Presently procurable winJcin are re 'red for the construction anist usr: Of the Project. (xi) A current survey. certified to Bank and in the to insurer. showing the location c! the Pioject on the Premises r‘niri s howing ail easements. right-o.t•wavs. Cod eats means of ingress and ecre.sis seihack trner and, encroao_hments if any and complying - with all reduirements fisted in the Baru entinec "SurvE"ii, Requirements - (xii) Original paid policies- of workmen's compensaticnn insurance. public liability insurance insurance ar,,,,ainst fightning, windst,0,-. and such other hazarcs . incrucing builders risk extended c,overags. pressure vessel and floorti irance and water clramaoc and assuMed contracturial Irabrlity coverage as Bank requests Such. i nsuranc:A, diii or poddes shan contain the standard mortgage endorsement providing that proceed:: he paid to the Bank or its assigns as mortgagee and obligating the insurer not to canon: the insurance, vis-aivis the Bank's interest without thirty (30) days written ncitice to Bank_ Such l'fir,rirance policies must be in form and through insurance comoarne.s satisfactory to Bank. fy.ii+) An executed counterpart of all leases designated by the Bank together with an executed nonce of the assignment thereof in the Bank 'S standard form. (xiv) Copies of all contracts Of Borrower fOr the construction Cl the Project, including the Architect's Agreement, and the undertaking of the generai contractor: if any and if none, of alt such subcontrac.tors as Bank snail designate_ and of the Borrower's Architect, to continue performance in Bank's behalf. pursuant to the terms of the existing contracts, notwithstanding a default by Borrower under any of the Joan documents. (xv) Letters fr7/rn !ocal utility companies or -municipal authorities stating that gas. andror electric. sewer and water tacllines will be available in sufficient size and quantity to the Premises upon the completion at the Project. (xvi) Evidence that theireciriemenis, if any of the Federal Flood Insurance Program nave been satisfied. (xvii) If the Borrower is a corporation, a certified copy of Borrower's articles of incorporation and atl amendments thereto, a certified Cony of Borrower's by-laws and all amendments thereto, a certificate: of good standing issued Dv the slate • of Borrower's incorporation, and resolutions of Borrower's board of directors approving the loan and autriorizinc . execution of the Loan Documents (the Bank will supply a standard form of authorizing resolution': II the Borrower is a partnership, a certified copy of its Certificate of Partnership and all amendments thereto, and of its partnership agreement and all amendments thereto, showing the Borrower's capacity and authority to make the Loan and to: execute the Loan Documents. .(xviii) Corporate or Partnership documents relating to the Guarantor(s), as appropriate. (xix) At the election oil the. Bank., a performance bond naming Bank as co-obligee. and a labor and material payment bond, each of which shall be in a penal Sum eaual 10 the amount of the generai contract Or if there be no general contract. bonds of such character in the Case Of such of the subcontracts as Bank Shall designate. (xx) A paid title insurance policy (the "Tine Policy") in American Land Title Associaion (ALTA', Standard Loan Policy Additional Coverage (1970) Form or the equivalent leasehold form, ALTA 1975. or other form acceptable to the Bank. in the amount of the Note, which shall be assignable to a Permanent Lender without additionia! cost insuring the Mortgage to be a valid first lien on the Borrower 'S interest in the Premises. without standard exce.ptions and tree and clear Of all defeCts, restrictions, and encumbrances except such as Bank and Bank's counsei shall approve, and which Shall contain: (a) affirmative coverage against mechanics' liens: (b) no survey exceptions not theretofore approved by Bank and Bank's counsel; (C) n uncicirrtaking by the title insurer to provide pending disbursements, truth-in-lending. zoning, and cinet endorsements as desired by Bank. (xxi) An appraisal ct the Proiect approved by Bank and performed by an appraiser approved by Bank_ (xxii) Neither Borrowe.r or Guarpritcr(s). if any shall be in default under the terms of any of the Loan Documents. and no event shall exist which by nonce, passage of lime or otherwise would constitute an event of default under any ol Loan Documents. (xxiii) The Project shall not have been materially damaged by tire or other casualty: or if so damaged. previsions satisfactory to the Bank shall have been made to effect necessary restoration or repair in accordance with thie Loan Doc,uments. • (xxiv) The Bank shall have received evidence sJ,ttistaclory to the Bank that all work and improvements requiring instrectior by any governmental authority having jurisdiction have been inspected and approved by such authorities, by thd rating or inspection offices navinc jurisdiction and by any other persons Of entities (including iessees of tine Improvements) having the right to Inspect and approve construction: that all such governmenlai authorities have accepted dedication of roads, sewers and other facilities where necessary and all required certificates anct other approvals have been duly issued: and that the requirements of all environmental agencies have been satisfied. (xxv) Once the foundations and footings for the Project are in place, the Bank shall have received and approved a survey enowing the location of such foundations and footings_ (xxvi) Borrower shaTi obtain, concurrently with any advance made hereunder, including the final advance, sworn statements. waivers of lien: affidavits and acceptable assurances of payment by the general contractor, all subcontractors and materialmen, andlor the subContractors thereof, which shah cover all work, labor and materials, including but not limited to equipment and fixtures of alt kinds.. done, performed or furnished for the Project. fx7vt:) At the Bank's option. approvats. inspections, advices. and acceptances by Bank's Architects as may be required from Borrower's Architect. (xxviii) The Disbursement Agreement shatl provide. inter alia, for disbursements to be made upon recelpt of a request for advance tordether with aworn statements, supported by waivers ci lien rights and an architect or enaineeii's inspection and report, rf required by the Bank_ au i to be satisfactory to the Bank and toe title company. Bank may from time to time request and receive from an engineer or architect of its choice a certified detailed itemization of Cost to complete as well as iota. project Cost_ Such other documents, instruments. evidences. oPinions, and assulanctes as bet Hwy iuCii.ic$1. (b) In addition to the requirements, set forth in 3(a) above, the obligation of Bank to make an advance of the Loan to the Borrower after the first advance s subject lo the receipt by Bank of an endorsement to the Title Policy as of the dare of the advance, indicating thiat since the last preceding advance there nas been no change in the state at title amp no survey exceptions not theretofore approved by Bank, wilier', endorsement shall have the effect of increasing the coverage of the Title Policy (including mechanics 's ierr coverage) by an amount equal to the advance then being made, if the pobcy does not by its terms provide far such an increase. • . (c) In addition to the reauirementS set forth in 3(a) and 7th) above, the obligation of Bank to make the !final advance oi the Loan is subject lo the rer2eipf by Bank 01 the f011Owingf (i) _Evidence satisfactory to Bank of the issuance of a certificate of use and occupancy for all units of the Prolect issued by all appropriate governmental authorities. (ii) A final isurvey showing the completed Project, together with at least three photographs oi different views of the compieted Project_ 'Oil) Evidence sansfactory to Bank that the Project has been completed lien free in accordance w 15 the PlarlS. (iv) A fully paid P7ii C`i 01 permanent all-rlSk hazard inSurance for the Project providing of avoi the application of any coinsurance clause contained in SuCe policy or required by law, Szoi: in nci' event lc be less than the amount of the Loan. Such policy Or policies must be issued through an insuring cnmpany or companies !hr: and a'd ny ime insursnitinC. '11 55 (X X X ) AAAAA or A a- _ Such policy or policies shall contain a standard mortgage endorsement providing for loss proceeds being p„ayatte to Bank as mortgagee; and an endorsement providing that the insuranee carrier wili give the Bank thirty 1.30) days written notice of caneeliation of such policy or 4. By acretee'etince of This Comnaltment, Borrower agrees that the total eornmitinent fee is thereby earned by Bank and is not refunci.ibie to Beirroit, i"itosrdless of whether or not the Borrower andior Guarantors ever comply with all of the conditions 01 this commornent eneVor This ever closes IT is agrees', that Bank may, at its option:, refuse to close this ioan despite the compliance by the SoFrowe° and the t'.'lLieiiiiintors with all the conditions of this commitment. in which case an amount equal to the commitment fee, minus all expenses incurred, snail he returned to the Borrower as the BOrrowers sole remedy The Borrower further agrees that the total oorierierk.e Has loan fee is eiernei"l by the Bank upon cic.i.sing and is not refundabie to Burrower. regardless of whether or not trier entire or any arricinriT of The Loan is evei azilvanced to or or the henerit of the Borrower, 5. MI in•iitruments and dicirments required hereby or affecting the premises or relating to Borrower's capacity and authority to make the Loan end to execute the Loan Documents_ and _such other documents, instruments, opinions and assurances as Bank may request, and all procedures in connection herewith shah be subiect to approval, as to form and substance, by Bank ano Bank's counsel Au peiinens or entities responsible for the preparation and/or execution of the instruments required hereby, all obligors thereunder, and ari persons or entities responsible for the construction of the Project. ..shall be satisfactory to Bank at the lime of etosing. 6. Bank shall have the right to perform onisiTe inspections at any time during the duration of the Loan. The Borrower shall rnaintari ail hinotrs and records of the Project on the construction site to facilitate such inspections, 7. The Loan shall be made without cost whatsoever to Bank. Borrower will pay ail costs of the Loan, including but not limited to. surveys., title insurance, appraisal, architect's fees, attorney's or other professional fees of the Borrower or Bank, or of any other interested party, all taxes, including The recording and documentary stamp taxes, all brokerage and real estate commissions, inspection: costs and other expenses. Borrower shall, by acceptance hereof, idemnity the Bank and save it harmless from the payment, defense and/or ex panse o f any vairn or demand for such commissions, fees_ cOsts, taxes and expenses, whether valid or not. All such dayrnents shall be made promptly upon demand by the Bank, whether or not this loan. shall have yet closed, and the Bank may. at its option, require an advance deposit theref or_ a. Bank warrants that it has not, as lender, contracted with anyone requiring the payment of a brokerage commission Brokerage commissions, if any, shall be payable by The Borrower anctor the Guarantors and the acceptance of this commitment shall constitute an undertaking by the Borrower and the CluarantorS to idernnify Bank against claims of brokers arising in connection with the executiric of this commitment. by Bank, or the consummation of The Los' contemplated hereby Nothing herein shall prevent Bank from contracting with Borrower as Borrower's broker for a permanent loan, or abrogate or alter the terms or any such contract. B. An arrangement shalt be made, in form and substance satisfactory to Bank, pursuant to which funds equal to the clifierential beriii,er,n the proceeds of the Loan and- The total Project cost_ as determined by Bank at any time dueng trier term of the Loan shall be available prior to the advancement of further fonds by Bank. and at all limes during the term of the Loan, Bank shall have the right to require Borrower to provide funds in a sufficient amount, that when added to the Loan proceeds available to be disbursed shah, in the sole opinion of Bank be equal Ic'the total indirect and direct costs of completing the Protect 10 . motiiti ii.eiitions of this offer and acceptances by Bank of any modifications or counteroffers of the Borrower may only be made by means c' a itiritten instrument signed by an authorized officer of Bank. No other action by Bank. including endorsement of a draft or asromeinnying or related to the Borrower's conditional acceptance. modification, or counter-otler, shall constitute Or be onnsiruee.i as acciptarice of the same. 11. The Borrower shall supply and prominently display on the Premises during the term of the Loan a sign clearly indicating Bank as the party providting the interim or construction financing of the Project. The Borrower, shalt pay all costs of such sign and display. whether for materials, labor, transportation or ereclioreiF, 12. The initial closing shall be held subsseouent to ten days written notice by Bank and in any event within sixty days from the dale of the Ccirrnitme.nt. and shall be held at the Bank's e_trincitpal office_ or such place as Bank may designate in writing. In the event linai the tartlet closing is not held wittiln such sixty day period. Bank's obligations hereunder will, at Bank's option. terminate. 13. Construction of the Project or, where appropriate, any portion Thereof, shall be completed by a date not later than Thirty 130l days -prior to the earliest of (i) the Maturity Date. (ii) the required date 01 completion of the Protect or any portion thereof under any tease therec_ii or under the Permanent Commitment. Said oae ,:s) shall be referred to as the Completion Dateist. Anything in 'Utile, Commitment to the contrary or Otherwise, in no event shall the Maturity Date of this loan or any portion thereof be later than the latest possible funicin .c date Therefor under the Permanent COmmilment. 18. This Commitment is issued for the benefit of the Borrower and shall not be sold, assigned. or in any way conveyed without the prior written approval of the Bank. 15. Thi5 Oommiitment shall surierse0e all other agreements, applications. and commitments, either oral or written, heretofore entered irlIO bet -, ::en The Borrower artii.!. Ba nk 16. This Commitment is giver in reliance upon the froth and completeness of al1 representations heretolofre or hereafter made by Morrittagor to the Bank and said representations shall be and are hereby incorporated, herein. The Bank's obligations hereunder and the ciinhanit.inn to make any of the acvsnces Of the loan, are conditioned upon the truth and completeness of all Such representations al all times pnor to the closing or the making of eat advance. COMMUNITY NATIONAL BANK OF PONTIAC (1) (g) Community Nationai Bank C. TONS PERMANENT LOANS This offer is void and unenforceable against the tank unless all bans and spaces hereof are cornPleted ane all alterations of the attached cover letter and Of the generaf conditiens foliowine, including deletions and provisions made inaPPlicatie. if any. are each Here by an authorized officer of the bank. When provisions are to be inapeticabie or deleted, '`NiA" shall be written in together wi Liu Offing out of the clause, except that where apprepriale, "zere" on "none" ehait be placed in wanks and spaces. Community National Eank of Pontiac GENERAI., CONDITIONS OF PERMANENT LOAN COMMiTMENTS 1, LOAN DOCUMENTS_ The term "Loan Documents," as used in this Commitment, is hereby defined to include the following, al , ef which shall be in form arid content satisfactory to the Bank: (a) Promissory note(s) in the fell amount of the Loan (the °Note"). The Note shall provide that interest thereon be computed on ihe basis of a 360 day year and that the whole of principal and interest shaft be paid not later than the Maturity Date; (b) A rafiotaftg )the "NtorlPage-) granting to Bank a first lien on the tee interest in the Premises, and any improvements now or existing thereon (the "Improvements"), including a security agreement granting to Bank a security interest in ail perscreil property used in the operation of the Premises and Improvements (the "Project"); (o) An assignment of leases (the "Assignment of Leases"), if any portion(s) of the premises are to be !eased. and an assignment of ierthase contracts, if portion(s) of the premises are to be sold, and an assignment of syndications proceeds, if any portron of the PremiSes-are to be syndicated; (d) A guaranty (the "Guaranty") of full payment„ performance, and compliance, as and if required in this Commitment: and (e) Such other documentation as the Bank shaft reasonably require. Delivery of all such Loan Documents shall be a condition to the loan. 2. ADVANCES, The obligation of the Bank to make the loan or any disbursement thereunder shall be conditioned by receipt of tee Bank of the following: (a) Executed copies of att Loan Documents and the recording or f'lling thereof, where required. (b) Sett,efacticn of al! Special Conditions as set forth in the cover letter to this Commitment. (o) Copies Of the Plans and Specifications for the Improvements (the "Plans") acceptable to Bank and if required by the Bank. then acceptable to an architect of Bank's choice any, the "Bank's Architect"), together with written approval thereot by Borrower, Guarantor(s), an ternhif act of Borrower's choice (the "Borrower's Architect"), and any are all governmental authorities WrIO5e approvals are re:eh:Mad. The Bank's Architect may be designated from time to time by the Bank and may, at Bank's option, be the Borrower's Are itect or an unrelated independent architect. (d) Curreret Certified, and at the option Of the Bank, audited,- financial statements the Borrower (the "Borrower's Fina.neee Statements") and of the Guarantor(e) (the "Guarentor(sr Financial Statements -) and of such other persons or entities connected with the Loan, such RS lessees, as Bank shall request. (e) if requested by Bank, advice from Borrower's Architect to the effect that the Plans have been approved by him and the each required governmental authority, and that the Project complies with applicable zoning ordinances and regulations. A copy of soil tests conducted on the Premises, acceptable to Borrower's Architect and Bank. indicating the subsoil and geological conditions of the Premises, and certification of the Borrower's Architect of the sufficiency thereof for the Projeel without settlement or other damage or expense. Evidence of compliance with all taws, zoning and Other ordinances, rules. regulations and restrictions affecting the Project. am.1 evidenco of approval of the Protect by all local environmental and ecology boards, zoning and planning commissions ann an other and use regulatory bodies. (h) Satisfactory evidence of completion of the improvements (which evidenCe may be required to be in the form of a certificate of the Borrower's Architect as to completion, based upon regular, frequent (not less than once per month during construction) alert thorough actual on-site inspectione,. (i) Ali required certificates, permits and all other authorizations, if any, which are required for the use of the Project, including but not timitted to a final Certificate of Occupancy. (j) A current survey, certified to Bank and to the title insurer, showing the location of the Project on the Premises, and showin,ç at easements, right-of-ways, utilities, adequate means of ingress and egress, setback lines and encroachments, if any, a.r.1 complying with all requirements listed in the Bank document entitled "Survey Requirements" as being applicable to final surveys, together with at least three photographs of different views of the Project. (k) A fulfyipaid POlicy of permanent all-risk hazard insurance for the Project providing limits of liability sufficient to aeon application of any coinsurance clause contained in such policy or reguired by law, said limits in no event to De less than the amount of the Loan. Such policy or policies must be issued through an insuring company or companies Qualified to business in the state where the Premises are located and rated by the Best Insurance Guide as AAAAA or A Sun policy or policies shall contain a standard mortgage endorsement providing for ioss proceeds being payable to bank as mortgagee : and an endorsement providing that the insurance carrier will give the Bank thirty (30) days' written notice ot cancellation of St.ic, policy or pchcies. (/) An executed counterpart of all leases designated by the Bank together with an executed notice of the assignment th.ereol in the Ban': 's efereeard t erm. (m) Letters from Incef utility companies or municipal authorities stating that gas, electric, sewer andfor water facilities are in place end paid for and sufficient s ize an quantity to the Premises upon the completion of the Project. (n) Evidence that The requirements, if any, of the Federal Flood Insurance Program have been satisfied. (0) if the Borrower is a corporation, e certified copy of Borrower's articles of incorporation and all amendments thereto, a certified copy of Borrower's by-laws and ail amendments thereto, a certificate of good standing issued by the state of Borrower a incorporation, and resolutions of Borrower's board of directors approving the loan and authorizing execution of the Loan Documents (the Bane will %uppity' a standard form of authorizing resolution). If the Borrower is a partnership, a cut/flee copy of its Certifica te of Partners'hip and all amendments thereto. ancl of its partnership agreement and all amendents thereto. showing the Borrower's capacity and authority to make the Loan and to execute the Loan Documents. (pi Corporate or PartneFship documents relating to the Guarantor(s). as appropriate. (q) A paid title insurance policy the "'Title Policy") in American Land Title Association (ALTA) Standard Loan. Policy Addiliciea Coverage i1970 Fermi or the eQuivalent leasehold form,. ALTA 1975, or other form acceptable to the Baer.. in the arneen: of. ree Note insuring the Mortgage to be a valid first hen on the Borrower's interest in the Premrses, without standard exceptions COO free and Cle,7r of all defects.: restrietions, and encumbrances except such as Bank and Bank's counsel snail approve and wiech shall contain: hi) nos . . issivareige against mechanics' liftion ., its), exceptions not lfrisretclOre appl.0°,7-ed by Bank. and Bank's counsel: (iii) an unrsrirlickinc-, by the title J nsurer to prov ide pending disbursement. truth-in-tending, zoning, and °Mei endorsements as desired by Sank. An appraisa l ol the Project apprOved by Bank and performed by an appraiser approved by Bank. Said appraisal 5hail have resulted in a vli..t not leas: than that required to generate the -Issirin To Appraisal Ratio - indicated above. or cr.s.riari7ntorfst, if any, 511er he In clefiinirt linister the terms of any of the Loan DocumenIS. anct nu evrrm nail isirage of time 07 otherwise would conir-i'li../tfr event of default under any of the Loan Documents. :ti,tts,J1 not, hove isson materially damaged by fire or other casually: or If so damaged, provisions satisfactory tii tbr sonic riave been made to effect necessarf,, :esccrration or repair in accordance with the Loan Documents. The P.a.: :ithall have received evidence satislarclic.inyi to the Bank that all work and improvements repairing inspection by any ai.t-hisiiis• having iorisdicition have been insoeCted and approved by such authorities, by the rating or insoeshon urist.f.ction and by any other persons or entities (including lessees of the Improvements) having the riot to iron :such -, that all such governmental authorities have accepted dedication of the roads, sewers and otner riscansary and ail repaired certificates and other approvals have been duly issued: and that the requiremenis of all aDencias have been satisfied. (v) At the Bank's optior., approvals, inspections, advices, and acceptances by Bank's Architect as may be required from Bici rtrower's Archit.4.icf. (Vii) SLICtl istiraf r documents, instruonents, evidences, opinions, and.assurances as Bank may request. (a) Ft c -iitniiae. satisfactory to Bank that the Project has been completed lien free in accordance with the Plans_ 3, Gr:lk(tr:P.,At.. LEASING BECUIPEMENTS. If the cover letter hereto states a specific dollar amount of leasing, II shall be a conditiOn to advances of the !nen that the Project shall be leased and tenants in occupancy and open for business no later than ten days (104 pour to said actir,inee, under leases in form and content, including term, satisfactory to the Bank and with tenants satisfactory to the Bank Said sesiulremcrits shall have been achieved without the granting of Tent or other concessions. At the option of the Bank, it may repairs isircrlination and attornment agreements Cl any lenant(s) as a condition to the loan_ Unless otherwise agreed, the Bank will require alf tic lhze hist of Cost to the landlord, whether said coat be taxes, maintenance, or insurance, Said dollar amount of leasing shah be .rici-Targlistnnid approved leases of not more than the lesser of the square footage indicated Or the percent of gross leasealnie area 4, iSIY-SEL/.. OR TRIPARTY REDDIREMENT, The Bank may at any time reouire that the interim or construction lender agree (i) to assists, the loan and loan documents to the Bank or accept as payment of its loan only proceeds tram the within loan of the Bank,. and (ii) to such other terms and conditions regarding the loan and the Borrower's oefaulusl thereunder, if any, as the Bank shaii oeesn necessary. If such requirement is made, the interim or construction fender shall enter into sport agreement with Bank within ninety (90) days or this commitment shell, at Bank's option, be rendered null and void. If a Buy-Sell or TriParty Agreement as above indicated is not presently required ; such may be subsequently required by the giving of notice to Borrower of such requirement. 5. PREPAYMENT. All prepayments snail be deemed advance payments of the principal last becoming due and shall neither resksce the amount of the haquired monthly paymments nor deter the due dates thereof. No prepayments shall be allowed during the period indicated in the cover letter to this Commitment, or in the absence of any such indication therein, for the initial two years (2I of the ican. Prepayments shall thereafter be allowed upon simultaneous payment of the prepayment penalty indicated in said cover letter, and ir the absence thereof, upon payment of three percent (3%) of the principal prepaid during the third year of the loan, two percent (2V,t (in the principal prepaid during the fourth year of the loan, and one percent (if %) of the principar prepaid during the fifth year oh the igen_ anc without penalty thereafter. For purposes of all prepayment 'computations, years of the loan shall be computed from and after the due date of I,N1 first principal payment of the loan_ 6. ri'T FEE. By acceptance ot this Commitment, Borrower agrees that that total commitment tee is thereby earned by Bank and is not tiiistur.stste to Borrower, regardless of whether or not the Borrower and/or Guarantors ever conicity with all of the coop:loos of this corm n'ti'ment andror this ioan ever closes. It is agreed that Bank may at its option. refuse to close this ioan despite the compliance by the Bonny:el' SOd the C.'tuaranbors with all the conditions of this commitment, in which case an amount equal to the commitment fee, minus aft esphnser incurred, shall be returned to the Borrower as the Borrower's sole remedy. 7. 000Ulitil7NTATiON. All instruments and documents required hereby of affecting the premises or relating to Borrower's capacity and authority to make the Loan and to execute the Loan Documents, and such other documents, instruments, opinions and assurances as Bank may request, and all procedures in connection herewith shall be suPect to approval, as to form and substance. by Bank and Bank's counsel. All persons or entities responsible for the preparation and/or execution of the instruments required hereby, ail obligors thereunder, ard ail persons or entitles responsible for the operation of the Protect, shall be satisfactory to Bank at the time oh closing. 8. COSTS AND il-..XPENSES. The Loan shall be made without Cost whatsoever to Bank. Borrower will pay all costs of the Loan. incl uding but not tfiinte.d lc, surveys, titie insurance, appraisal, architect's fees, attorney's 07 other professional fees cid the Borrower 07 rested party, all taxes, including recording and documentary Stamp taxes, all Prokierage and real estate action costs and all other expenses. Borrower shall, by acceptance hereof, indemnify the Bank and save it harmless defense and/Or expense of any claim or demand for sucn commissions, fees, costs, taxes and expenses, wnelher .etch payment, shall be made promptly upon demand by the Bank, whether or not this loan shall have yet closed, and at its option, require an advance deposit therefor. 9. NO BROKER. Bank warrants that it has not, as lender, contracted with anyone regdiring the payment of a brokerage commission. commissions, if any. shall be payable by the Borrower and/or the Guarantors aria Me acceptance of this commitment shall cnnsl.iti.iteerr undertaking by the Borrower and the Gist:: iii.intors to loemnity Bank against claims of brokers arising in connection win-- the exeoutio.n :pit This corruinimnier.l. by Bank, or the consummation of the Loan contemplated hereby. 10. MODiFICATiO.NfF.,. eiific..iiiiirications of this offer and acceptances by Bank of modifications or counter-offers of the Borrower may only be made by means of a fif.illen instrument signed by an authorized officer of Bank, No other action by Bank, including endorsemem of a draft or check accomisfirsiiing of related to the Borrower's conditional acceptan-ce, modification, or counter-offer snail constitute or be construed as acice,ptaniza of the same. 11, SIGN. The Borrstiaker shall supply and prominently display on the Premises during the term of the Loan a sign clearly Inds :taring Bank as the party 7c-riding the financing of the Project. The Borrower shall pay all costs of such sion and di s play, vonetN,„ for malaria is, labor, trpnspoistation or erection_ ii2LOSINC',. The closing shall be held subsequent to Inn dhys, ,riri**-- --4,^0 in any event within the time neriod indicted in the commitment cover letter attached hereto, and shall be held at the Bank's principal office. or such place as Ban/ may designate in writing. In the event that the closing is not held within said period, Bank's obligations hereunder Will at Bank's nation. terminate: '13. NO ASSIGNMENT. This Commitment is issued for the benefit of the Borrower and shall not be sold, assigned, or in any way conveyed wilhdul the prior written approval of Bank. 14. INTEC1RAT10?q, This Commitment shall supersede all other agreements, applications, and commitments, either oral or written, heretofore entered into between the Borrower 'and 15. TriliThrii, 7:ip.r.12,ACY AND COMPLETENESS. This Cornmitment i 5 given in reliance upon the truth, accuracy and completeness of all representations, literati-Ai:fie Dr hereafter made by or on behalf of Borrower to the Bank and said representations snail he and are berecy The Bank's obligations hereunder, and the Bank's obligation to make any of toe advances of the low, are upon the truth, continued accuracy of completeness of all such representations at all times prior to toe closing 7)7 the malini sti said advance, whether the lack of truth, continued accuracy, or completeness arises tram an initial misrenreseniation or omission or from mateMai change. .- 16. EIS \LING. PEFID7i. Ti. trek anal] have no obligation to close or fund the loan at any time other than after the earlies" (-48?tr and ttielere ,he date in the cover letter hereto as the 'Funding Period.- in the event Inat tnir, Joan is not closed and fundscl prior tsr sJid -latest date,- thitt. c.orrtmliment shall expire and the Bank shall thereafter have no obligations whatsoever hereunder. (r) 1s) (I) (u) The Neither Burin? exist whinn Bank, • or of any of commissich from the pri valid or hot. the Bank COMMUNITY NATIONAL BANK OF POrkTiAG By: 274 SE Exhibit C COMPANY CFRTIFICAT7 T777,RDINC PAYMENT OF PREVAILTN WACES (Pinewood Offices & Manufaoturinc Project) The undersigred, Pinewo• Offices & Manufacturing, a Michigan co-partne7sp (the "Co7p777"), 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 Tr5ght have, knowledge regarding the subject matter. 2. The Camp7y understands that this Certificate is a statutory reouirement 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 captioned Project (the "Project") pursuant to which the FDC 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. PINEWOOD OFFICES & MANUFACTURING, a Michigan co-partnership Its: Partner Dated: Exhibit D COMPANY CFRTIFICRTE REGARDING TRANSFER OF T:PLOYMENT (Pinewood Offices & Manufacturing Project) The undersigned. Pinewood Offices & Manufacturing, a Michigan co-partnership (the "Company"), hereby certifies to The Eceesec 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 captioned 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 Commerce Township. 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 connectibn 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), emnloyment of more than 20 full-time persons from a municipality of this State to Commerce Township. Michigan unless the Company or such lessee or -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. By: 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 EDO for the benefit of the Project. PINEWOOD OFFICES & MANUFACTURING, a Michigan co-partnership Its: Partner Dated: 7 EXHIBIT E PINEWOOD OFFICES & MAJT=TURING 2750 RIDC1 CT. WALLED LA1E, MI. 48088 (313) 669 3570 Building Work: Landscape, Lawn & Outdoor sprinklers. Site — Grading, Storm, Sanitary, Waterservice & Asphalt Paving........ Permits & Fees....0"0000“•060000,000 Architect.08.0000[7.00091E19,10q1"...0090 Ad vertising 0— 00000000•0000•000 a Building Superstructure,............. (Masonry, Steel, Roof, Etc.) Exterior Wood Treatment.............. Exterior Metal Siding..... Exterior Glazing & Sash.............. Tenant Fire Walls.. Fire Doors (In Service Area)........ Interior Completion of Offices (based on 20% Water System (Domestic & Fire Mechanical Trades Work............... Electrical Trades Work............... Misc. & Final Clean 111)040000040040005 PHASE I 20,000.00 145,000.00 4,000.00 11,500.00 8,000.00 543,080.00 29,000.00 25,500.00 65,000.00 10,000.00 19,500.00 180,000.00 35.000.00 130,000.00 95,000.00 5,000.00 PHASE I 15,000.00 40,000.00 0.00 0.00 0.00 343,413.00 21,000.00 19,500.00 45,000,00 11,150.00 15,500.00 205,000.00 15,000.00 95,000.00 65,000.00 7,500.00 TOTKL 35,000.00 185,000,00 4,000.00 11,500.00 8,000.00 886,493.00 50,000.00 45,000.0)0 110,000.00 21,150.00 35,000.00 385,000.00 50,000.00 225,000.00 160,000.00 12,500.00 898,063.00 2,223,643.00 21,900.00 14,600.00 36,500.00 Contract 150,000.00 100,000.00 250,000.00 Total...........................$1,497,480.00 1,012,663.00 2,510,143.00 NOTE: (A) Phase I will start May 1, 1985, and is estimated to be completed by September 1, 1985. (B) Phase II will commence immediately after Phase I is completed and is estimated to be completed by December 15, 1985.