HomeMy WebLinkAboutResolutions - 1984.03.21 - 16685March 22, 1984
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MISCELLANEOUS RESOLUTION NO. 84076
RE: RESOLUTION APPROVING PROJECT PLAN
(E.S.P. ASSOCIATES OFFICE BUILDING 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 E.S.P. Associates
Office Building 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 , 1984, the governing body of
the Township of West Bloomfield, Oakland County, Michigan, also
approved the Project Plan; and
WHEREAS, on March 22, 1984, this Board of
Commissioners held a public hearing to consider whether the
Project Plan constitutes a public purpose as contemplated by the
Act; and
I itiERW APPROVE THE FOREGOING RESOLUTION
&Win: i A lib a Daniell T. Murph
61-
Dab
anni
RESOLUTION DECLARED ADOPTE
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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 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
YEAS: Members: Perinoff. Pernick, Price, Rewald, Wilcox, Aaron, Caddell,
Calandra, Doyon, Fortino, Gosling, Hobart, Jackson, R. Kuhn, S. Kuhn, Lanni,
Law, McConnell. McDonald. McPherson, Moffitt, Moore, Nelson. (23)
NAYS: Members: None. (0)
ABSENT: Members: Foley. Geary, Olsen, Page. (4)
ABSTENTIONS: Members:
Ccitbnty Clerk
None. (0)
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 22nd day of March , 1984, 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.
Dated: March 22„ 1984
PROJECT PLAN
SUMMARY DESCRIPTION OF
E.S.P. Associates Office Building PROJECT
OWNER OF PROJECT: E.S.P. Associates, a Michigan co-partnership
6161 Orchard Lake Road
West Bloomfield, Michigan 48033
CONTACT PERSON: (Name, address, telephone number)
Dr. Salpi Toroyan, D.D.S. (313)855-4800
6161 Orchard Lake Road
West Bloomfield, Michigan 48033
LOCATION OF PROJECT: (Local municipality)
West Bloomfield Township
PROJECT AREA/DISTRICT AREA: See Exhibit A
NATURE OF PROJECT: An 11,146 sq. ft. two-story office building on
Orchard Lake Road north of Maple Road in West
Bloomfield Township
EMPLOYMENT CREATED OR RETAINED: 25 full-time employees;
8 part-time employees
TOTAL PROJECT COST: $1,000,000 (approx.)
BONDS TO BE ISSUED: $ 750,000
BOND PURCHASER: River Forest state Bank and Trust Company ("River
Forest Bank")
DATE AND EXPIRATION DATE OF BOND PURCHASE COMMITMENT:
Commitment Date: February 13, 1984
Expiration Date: May 31, 1984
2
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAND
Oakland County. Michigan
E.S.P. Associates Office Building 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)
4. Exhibits
• - Project Area Legal Description
• - Bond Purchaser's Commitment Letter
• - Company Certificate Regarding °Prevailing Wages"
• - Company Certificate Regarding Transfer of
Employment
Other
M -315E
f47. C7-2nerlsot
i. Toroyanj
General Partner
Sal
Its:
By:
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 HERESY
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.
E.S.P. Associates, a Michigan
co-partnership
Dated: February 15, 1984
PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
E.S.P. Associates Office BuildinEPROJECT
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:
There are no existing streets or public facilities within the Project
District Area. The Project District Area is bounded by Orchard Lake
Road on the west and private property on the north, east and south.
There is one existing private land use within the Project Area, namely,
the Project-an 11,146 sq. ft. two-story medical/dental office building
with parking for 78 cars.
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:
Not Applicable
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:
The pro.]ect consists of an 11,146 sq. ft. two-story medical/dental
office building with parking for 78 cars. The project is located at
6161 Orchard Lake Road in West Bloomfield Township and is completed.
All of the 9,100 sq. ft. of leasable space in the project has been
leased to medical or dental professionals.
4
IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF
CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF
EACH STAGE:
Construction has been completed.
V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE
LEFT AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE:
The project (i.e. the building and parking) covers the entire
Project Area with the exception of the front lawn area' facing
Orchard Lake Road.
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.
•n•
VII. A DESCRIPTION OF DESIRED ZONING CHANGES AND
CHANGES IN STREET. STREET LEVELS. INTERSECTIONS AND UTILITIES:
1) No zoning changes required
2) Oakland County has purchased a 5 ft. strip of property from
E.S.P. Associates along the Orchard Lake Road boundary of the
property and intends to widen Orchard Lake Road to a five lane
highway north of Maple Road.
VIII. A DESCRIPTION OF THE PROPOSED METHOD OF FINANCING
THE PROJECT. INCLUDING ATTACHMENT OF A COPY OF THE BOND
PURCHASER'S COMMITMENT LETTER:
River Forest Bank of River Forest, Illinois has issued a commitment
to purchase $750,00° of Oakland County E.D.C. bonds for the project.
The bonds would have a 25 year term and 25 year amortization and bear
an interest rate of 80% of prime plus 1% of the unpaidprinctal balance
in year one and 80% of prime in years 2 -25.
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:
Salpi Toroyan, D.D.S.
Edward R. Essayan, D.D.S.
Patrick J. Flynn, D.D.S.
6161 Orchard Lake Road
West Bloomfield, MI 48033
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:
The project is currently being leased to the following tenants:
1. Dr. Salpi Toroyan, D.D.S.
2. Dr. Edward R. Essayan, D.D.S.
3. Dr. Patrick J. Flynn, D.D.S.
4. Davies-Hylton Dental Laboratories
5. Dr. Myron Bakst, Podiatrist
6. Weight Loss Clinic
2,170 sq. ft.
2,300 sq. ft.
1,470 sq. ft.
980 sq. ft.
1,100 sq. ft.
1,080 sq. ft.
XII. IF THERE IS NOT AN EXPRESS OR IMPLIED AGREEMENT
WITH A PERSON OR PERSONS, NATURAL OR CORPORATE, THAT THE PROJECT
WILL BE LEASED, SOLD. OR CONVEYED TO THOSE PERSONS, THE
PROCEDURES FOR BIDDING FOR THE LEASING, PURCHASING OR CONVEYING
OF THE PROJECT UPON ITS COMPLETION:
Not Applicable
XIII. ESTIMATES OF THE NUMBER OF PERSONS RESIDING IN
THE PROJECT AREA AND THE NUMBER OF FAMILIES AND INDIVIDUALS TO BE
DISPLACED. IF OCCUPIED RESIDENCES ARE DESIGNATED FOR ACQUISITION
AND CLEARANCE, INCLUDE A SURVEY OF THE FAMILIES AND INDIVIDUALS
TO BE DISPLACED. INCLUDING THEIR INCOME AND RACIAL COMPOSITION, A
STATISTICAL DESCRIPTION OF THE HOUSING SUPPLY IN THE COMMUNITY,
INCLUDING THE NUMBER OF PRIVATE AND PUBLIC UNITS IN EXISTENCE OR
UNDER CONSTRUCTION, THE CONDITION OF THOSE IN EXISTENCE. THE
NUMBER OF OWNER-OCCUPIED AND RENTER-OCCUPIED UNITS, THE ANNUAL
RATE OF TURNOVER OF THE VARIOUS TYPES OF HOUSING AND THE RANGE OF
RENTS AND SALE PRICES, AN ESTIMATE OF THE TOTAL DEMAND FOR
7
HOUSING IN THE COMMUNITY, AND THE ESTIMATED CAPACITY OF PRIVATE
AND PUBLIC HOUSING AVAILABLE TO DISPLACED FAMILIES AND
INDIVIDUALS:
Not applicable. No people -presently reside in the
Project Area, no families or individuals will be displaced by the
Project, and no residences are located in the Project Area.
XIV. A PLAN FOR ESTABLISHING PRIORITY FOR THE
RELOCATION OF PERSONS DISPLACED BY THE PROJECT IN NEW HOUSING IN
THE PROJECT AREA:
Not applicable.
XV. PROVISION FOR THE COSTS OF RELOCATING PERSONS
DISPLACED BY THE PROJECT AND FINANCIAL ASSISTANCE AND
REIMBURSEMENT OF EXPENSES, INCLUDING LITIGATION EXPENSES AND
EXPENSES INCIDENT TO THE TRANSFER OF TITLE, IN ACCORDANCE WITH
THE STANDARDS AND PROVISIONS OF THE FEDERAL UNIFORM RELOCATION
ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES ACT OF 1970, 42
U.S.C. 4601 TO 4655:
Not applicable.
XVI. A PLAN FOR COMPLIANCE WITH ACT NO. 227 OF THE
MICHIGAN PUBLIC ACTS OF 1972, WHICH PERTAINS TO PROVIDING
FINANCIAL ASSISTANCE, ADVISORY SERVICES AND REIMBURSEMENT OF
CERTAIN EXPENSES TO DISPLACED PERSONS:
Not applicable_
XVII. OTHER MATERIAL AS THE ECONOMIC DEVELOPMENT
CORPORATION, LOCAL PUBLIC AGENCY, OR GOVERNING BODY CONSIDERS
PERTINENT:
Not applicable.
EXHIBth' A •
Ihnd. in the Township of West Blocimileid, CoUnty of Oakland, State
of Iiichigan, Described as:
The Northerly one 'half of a parcel of land situated in the Eouthwest
quarter of Section 26, Town 2 North, Range 9 East, West Bloomfield
Township, Oakland County, Michigan, more .particularly described
as follows: Beginning at a point on the West line of said Section
26, said point of beEinninE being South 00 decrees 39 minutes 50
seconds East 763.90 feet along the West line of said Section 26
from the West quarter corner of said Eection,-thence North 89
decrees 15 minutes 10 seconds East 495.00 feet to a point; thence
south 00 deErees 39 minutes 50 seconds East 236.00 feet to a
point; thence south 89 decrees 15 minutes 10 seconds West 495.00
feet to a point on the West line of said Section 26 to the .
centerline of Orchard Lake Road; thence North 00 deErees 39
minutes 50 seconds West 236.00 feet along said.. centerline of -
Orchard Lake Road and West line of said Section 26 to the point
of beginning; also known and described as: A parcel of land
slttuated in the Southwest quarter of Section -26, Town 2 North,
Range 9 East, West Bloomfield Township, Oakland County, Michigan,
more particularly described as follows: . Beginning at a point on
the Nest line of said Section- 26, said point.of beginning being
south 00 degrees 39 minutes 50 Feconds East 763-00 feet along the
West line of said Section 26 from the West quarter corner of said
section; thence North b9 deErees 15 minutes 10 seconds East
495.00 feet to a point; thence Seuth 00 degrees 39 minutes 50
seconds East 118 feet to a point; thence south b9 deErees 15
minutes 10 seconds West 495.00 feet to a point on the West line
of said Section 26 and the centerline of Orchard Lake Road;
thence North.00 degrees 39 minutes 50 seconds West 118.00 feet
along said renterlinp of Orchard Lake Road and West line of said
section 26 to the point of beginning.
Sidwell Tax Item No. 18-26-301-035 equals 1•22 Acres
7111
ilMEN111111n111
EXHIBIT B
CR River Forest Bank
7727 West Lake Street
River Forest, IL 60305
(312) 771-2500
February 16, 1984
Dr. Salpi Toroyan
Partner
E.S.P. ASSOCIATES
6161 Orchard Lake Road
West Bloomfield, Michigan 48013
Dear Dr. Toroyan:
This Letter of Commitment shall constitute an agreement of River
Forest State Bank and Trust Company (hereinafter referred to
as the Bank") to purchase an economic development revenue bond
(hereinafter referred to as the Bond") to be issued by the
Economic Development Corporation of the County of Oakland, Michigan
(hereinafter referred to as "the Issuer"). The proceeds of the
Bonds will be used to provide permanent financing for the medical
office building located at 6161 Orchard Lake Road, West Bloomfield,
Michigan (hereinafter referred to as "the Property").
This commitment is issued subject to the acceptance hereof in
the manner hereinafter provided and the issuance of the Bond
under the provisions hereof.
1. BORROWING COMPANY:
2. BOND AMOUNT:
3. INTEREST RATE:
E.S.P. Associates, a Michigan
Partnership (hereinafter referred
to as 'the Borrower").
$750,000.0D
So long as interest on the
Bond is not taxable to the
Bank or to any other
holder thereof for federal
income tax purposes, the Bond
shall bear interest during
the first year on the outstanding
principal balance due from
time to time during the term
at the rate equal to 1% plus
80% of the rate per annum
charged from time to time
by the Bank and identified
by it as its Prime Rate. The
Bond shall bear interest on
the outstanding principal
during years 2 through
River Forest State Bank and Trust Company
E.S.P. Associates
Page Two
4. TERM:
5. REDEMPTION AND PREPAYMENT
OF BOND:
25 at the rate of 80% of the
rate per annum charged from
time to time by the Bank and
identified by it as its Prime Rate.
The interest rate shall be adjusted
on the first day of each month
during the term hereof. The interest
rate charged hereunder will be based
on a year consisting of 360 days. In
the event that the maximum corporate
federal income tax rate changes from
46% during the 1st year, the interest
rate on the Bond shall become 1%
plus 148% of the Bank's Prime Rate
multiplied by (1 - Maximum Federal
Corporate Tax Rate). In the event
that the maximum corporate federal
income tax rate changes from 46%
during years 2 through 25, the
interest rate on the Bond shall
become 148% of the Bank's Prime Rate
multiplied by (1 - Maximum Federal
Corporate Tax Rate).
The term of the Bond shall commence
on the day the Bond is issued and
shall end Twenty-Five (25) years
thereafter.
A. The Bond shall be subject to redemption
on or after the date Ten (10) years
after the date of issuance and every 3 year
thereafter, at the option of the
Bank, upon One Hundred and Eighty
(180) days prior notice by the Bank
to the Issuer and the Borrower. At
the date specified in the notice
and the date of redemption, the entire
unpaid principal balance due under
the note, which secures the Bond,
together with all accrued interest
thereon, but without premium shall
become due and payable.
B. The Bond is subject to mandatory
redemption in whole, but not in part,
from advance loan payments, required
to be paid by the Borrower should
there occur a determination of tax-
ability. A determination of taxability
is a final determination by a court or
the Internal Revenue Service that
the interest on the Bond is includable
1/4 rico
614 1>/ljP.
E.S.P. ASSOCIATES
Page Three
6. COLLATERAL:
in the gross income of the recipient
for purposes of federal income taxes.
In the event of a determination of
taxability, the Bond shall be redeemed
within one year at the principal
amount thereof, plus interest due,
plus all income on the Bonds from
the taxable date times the Maximum
Federal Corporate Income Tax Rate.
C. The Borrower may, at its option and
upon One Hundred Eighty (180) days
prior notice to the Bank and the
Issuer, prepay the Note in whole,
but not in part, on or after the
date ten (10) years after the date of
issuance and every 3 years thereafter
for a prepayment price equal to the
entire unpaid principal balance due
under the Note together with all
accrued interest due.
A. The Bond shall be secured by a first
mortgage on the Property. The Property
shall be free and clear of all other
liens as of the date of the purchase
by the Bank of the Bond and no
secondary financing shall be permitted
without prior written consent of the
holder of the Bond.
B. The Bond shall be further secured by
an Assignment of any and all rents
or leases on the property.
C. The Bond shall be further secured by an
irrevocable and unconditional Letter
of Credit (hereinafter referred to
as °LC") in the amount of $300,000
issued by the Michigan National Bank
of Oakland, in favor of the Bank.
The LC shall be in form and substancae
satisfactory to the Bank. The Bank
will agree to release the LC if and
only if the following requirements
have been met:
1. The Bond must have been outstanding
for a period of one hundred and
twenty one (121) months.
2. The principal balance due under
the Bond must have been reduced
by $300,000 and,
3. The Bond must not be in default.
E.S.P. Associates
Page Four
7. PAYMENT SCHEDULE: A. Principal payments shall be payable
monthly in the amount of $2,500.00.
Said payments shall be made on the
first day of each month during the
term hereof.
B. Interest payments shall be made
monthly during the term of the
Bond and said payments shall be
due and payable on the same dates
as the principal payments. Monthly
interest payments shall be computed
based on the interest rate then in
effect and based on the actual
principal balance then outstanding.
C. A late charge equal to $750.00 will
be due if any principal and interest
payment due hereunder is received
fifteen (15) days after the payment
due date but on or before the 30th
day (after the payment due date).
1f,said payment is received 31 or more day
after the payment due date a $1,000.00
late charge will be due.
8. PERSONAL GUARANTEES: The Bond shall be secured by a Note
which will be unconditionally and
irrevocably guaranteed (jointly and
severally) by the following individuals:
1. Salpi Toroyan
2. Edward R. Essayan
3. Patrick J. Flynn
9. APPRAISAL:
10. TITLE INSURANCE:
11. INSURANCE:
The Borrower shall furnish a market
value appraisal of the property1
issued by an appraiser acceptable
to the Bank, indicating a market
value of at least $1,050,000.00
The Borrower shall furnish a Mortgagees
ALTA Title Insurance Policy issued
by a title company satisfactory to
the Sank in an amount equal to $750,000
subject to those exceptions acceptable
to the Bank and its legal counsel.
Borrower shall furnish evidence of
appropriate hazard and liability
insurance issued by a company satisfactory
to the Bank and in form and content
acceptable to the Bank and its legal
counsel.
E.S.P. ASSOCIATES
Page Five
12. DOCUMENTATION:
13. COSTS:
14. LEGAL OPINIONS:
15. COMMITMENT FEE:
The Bond Documentation shall be prepared
by a Bond Counsel who is acceptable to
the Bank. The form and substance of
the documentation shall be satisfactory
to the Bank and its legal counsel. It
is further understood that the
Borrower shall sign and/or furnish all
documents deemed necessary by the Bank.
All items required or contemplated to
be furnished by the Borrower or
Issuer hereunder shall be furnished
without cost to the Bank. The
Borrower agrees to pay or cause
to be paid all expenses of the Bank
incurred in connection with the
purchase of the Bond. All other
charges incurred by the Bank, including,
but not limited to, escrow charges,
title charges, costs of surveys,
legal fees, and appraisal fee shall be
paid by the Borrower.
A. The Borrower shall deliver the opinion
of Bond Counsel to the effect that
(but not limited to):
1. The Bond and other Bond documents
are valid and binding instruments
enforceable in accordance with
their terms, except to the extent
limited by bankruptcy, insolvency,
reorganization and other laws
generally affecting the enforcement
of creditor's rights.
2. The Bond, at the time the Bank
makes the purchase, will bear
interest which is exempt from
federal income taxation.
B. Borrower shall deliver the opinion of
its legal counsel and the opinion
of Michigan National Bank's (Oakland)
legal counsel, both of which shall be
satisfactory to the Bank.
$4,500.00. This commitment fee will
be returned to the Borrower at the
closing. For purposes hereof, the term
closing shall mean the date upon
which the Bank purchases the Bond. In
the event that federal legislation
(which affects the Bond) is enacted
Very_tirmly yours,
her Glancy
Vice President
CG:jlk
Edward R. Essayaa
Patrick J. Flynn-
E.S.P. ASSOCIATES
Page Six
16. COMMITMENT PERIOD:
17. CLOSING:
18. MORTGAGE BANKER'S FEE:
19. DEPOSIT AND LOAN RELATIONSHIP
VERIFICATION:
E.S.P. ASSOCIATES
which forces the Borrower to cancel
the Bond issuance then it is hereby
understood that the commitment fee will
be used to cover all costs incurred by
the Bank in connection with the Bond.
All commitment fee monies not used to
cover said costs will be returned
to the Borrower.
This commitment will expire in ten (10)
days from the date of this letter if
It is not accepted.
Closing shall not take place later than
May 31, 1984. In the event that the
transaction has not closed by May 31,
1984, the Bank's commitment to purchase
the Bond shall terminate.
$15,000. This fee shall be paid on
or before closing.
All credit information sought in the
names of the E.S.P. Associates, Salpi
Toroyaa, D.D.S., Edward R. Essayan. D.D.S.
and Patrick J. Flynn, D.D.S. must be
satisfactory to the Bank.
This commitment letter hereby replaces
that certain commitment letter dated
February 13,1984 and renders said letter
null and void.
The undersigned hereby agrees to
the terms and conditions contained in
this Commitment Letter:
DATE:
BY:
f '
Salpi,Toroyan
Exhibit C
COMPANY CERTIFICATE REGARDING
PAYMENT OF PREVAILING WAGES
E.S.P. Associates Office Building
Project)
General Partner of
The undersigned, Salpi Toroyan, y c p tes
a Michigan co-partnershio (the "Company"), hereby certifies
to The Economic Development Corporation of the County of Oakland
(the "EDC") as follows:
1. This Certificate is made and based upon the best of
the Company's knowledge and belief, only after thorough
investigation and discussion with all owners of the Company and
others who might have knowledge regarding the subject matter.
2. The Company understands that this Certificate is a
statutory requirement under the Economic Development Corporations
Act, Act No. 338 of the Michigan Public Acts of 1974, as amended
(the "Act") which, if improperly made or based upon any material
misrepresentation or inaccuracy, might.invalidate the proceedings
regarding the £.,J. Associates Office Building
Project (the "Project") pursuant to which the EDC expects
ultimately to issue its limited obligation economic.development
revenue bonds to finance all or part of the Project.
3. Within the meaning and intent of Section 8(4)(h) of
the Act, all persons performing work on the construction of the
Project will be paid the prevailing wage and fringe benefit rates
for the same or similar work in the locality in which the work is
to be performed, as determined pursuant to Act No. 166 of the
Michigan Public Acts of 1965, as amended.
E.S.P. Associates , a
Michigan co-partnership
By: Ja4z.
Salpi -Toroyan
Its: General Partner
Dated: February 15, 1984
M-346E
Exhibit D
COMPANY CERTIFICATE REGARDING
TRANSFER OF EMPLOYMENT
Building Project)
General Partner of
The undersigned. Salsi Toroyan, E.S.P. Associates
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 E.S.P.
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 West Bloomfield Township Michigan, the
municipality in which the Proj ect 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 West Bloomfield 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.
t.-23E
(E.S.P. Associates Office
6. The Company understands that a covenant to
effectuate the purposes of this Certificate will be included in
those covenants to be made by the Company when bonds are issued
by the EDC for the benefit of the Project.
E.S.P. Associates • a
Michigan co-partnership
BY:
Sa1p Throyan
Its: General Partner
Dated: February 15, 1984
2
#84o76 March 22, 1984
this 22nd day of rch 1984
ALLEN
County Clerk/Register of Deeds
Moved by Lanni supported by Jackson the resolution be adopted.
AYES: Perinoff, Pernick, Price, Rewold, Wilcox, Aaron, Caddell, Calandro, Doyon,
Fortino, Gosling, Hobart, Jackson, R. Kuhn, S. Kuhn, Lanni, Law, McConnell, McDonald,
McPherson, Moffitt, Moore, Nelson. (23)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolution was adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
1, Lynn D. Allen, Clerk of the County of Oakland and having a seal,
do hereby certify that I have compared the annexed copy of
jiLtc_e_llateousResol eOaklandOountardofCoaommissio..rjersat
their meeting held on March 22, 1984
with the orginial record thereof now remaining in my office, and
that It is a true and correct transcript therefrom, and of the
whole thereof.
In Testimony Whereof, have hereunto set my hand and affixed the
seal of said County at Pontiac, Michigan