HomeMy WebLinkAboutResolutions - 1984.11.29 - 17341WHEREAS, on November 8 1984, this Board of
November 29, 1984
1793E
MISCELLANEOUS RESOLUTION NO. 84 309
RE: ECONOMIC DEVELOPMENT GROUP
RESOLUTION APPROVING PROJECT PLAN
(RBK INVESTMENT COMPANY 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 RBK Investment
Company 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 October 22
the Village of Bingham Farms, Oakland County, Michigan, also
approved the Project Plan; and
, 1984 4 the governing body of
Commissioners held a public hearing to consider whether the
Project Plan constitutes a public purpose as contemplated by the
Act; and
BY APPROVE THE FOREGOING RESOLUTION
Is
Moved by Lanni supported by
James -Vd-grNid Lanni
Chairmin
resolution be adopted,
ABSENT: Members: Geary Susan Kuhn. (2)
ABSTENTIONS: Members: None. (0)
RESOLUTION DECLARED ADOPTED:
-Allen
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
Members: Foley, Fortino, Gosling, Hobart, Jackson, R. Kuhn, Lanni,
Law, McConnell, McDonald, McPherson, -Moffitt, Moore, Nelson, Olsen, Page,
Pernick, Peinoff, Price, Rewold, Wilcox, Aaron, Caddell, Calandro, Doyon. (25)
NAYS:
Couny Clerk
YEAS:
Members: None. (0)
- 2 -
Exhibit A
609E
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAND
Oakland County, Michigan
RBK Investment Company 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
HA" - Project Area Legal Description
HBH - Bond Purchaser's Commitment Letter
- Company Certificate Regarding "Prevailing Wages"
"D" - Company Certificate Regarding Transfer of
Employment
"E" - Cost Breakdown
PROJECT PLAN
SUMMARY DESCRIPTION OF
RBK INVESTMENT COMPANY OFFICE BUILDING PROJECT
OWNER OF PROJECT:
RBK Investment Company, a Michigan co-partnership, consisting
of the following partners: George Kadian M.D., Herbert Rossin
M.D., Edward Bayleran D.D.S.
CONTACT PERSON: (Name, address, telephone number)
George Kadian M.D.
31350 Telegraph Road
Birmingham, Michigan 48010
647-6260
LOCATION OF PROJECT: (Local municipality)
31500 Telegraph Road, Birmingham, Michigan 48010
(Village of Bingham Farms)
PROJECT AREA/DISTRICT AREA: See Exhibit A
NATURE OF PROJECT:
Medical and Dental professional building
EMPLOYMENT CREATED OR RETAINED:
150 to 200 new permanent employees
100 short term employees
TOTAL PROJECT COST:
$5,128,780
BONDS TO BE ISSUED:
$4,200,000
BOND PURCHASER:
First of America Bank - Detroit, NA
DATE AND EXPIRATION DATE OF BOND PURCHASE COMMITMENT:
2
Dated:
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.
RBK Investment Company, a
Michigan 0-partnership
Its: Eartner
By:
PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
RBK INVESTMENT COMPANY OFFICE BUILDING 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:
New construction of two story Medical-Dental building
with 42,000 sq. ft., 21,000 on each floor, built on a 6.5 acres
of vacant land, located on Telegraph Road with direct access
thereto.
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:
Cost breakdown attached as Exhibit E. Time for
completion will be in Spring of 1985.
- 4 -
IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF
CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF
EACH STAGE:
Site work completed in March-April of 1984.
Shell Construction with landscaping to be completed in
November of 1984.
Construction to be completed in February of 1985.
Leasehold improvements should be completed in April of
1985.
V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE
LEFT AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE:
Not applicable.
VI. 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
VII. A DESCRIPTION OF DESIRED ZONING CHANGES AND
CHANGES IN STREET, STREET LEVELS, INTERSECTIONS AND UTILITIES:
Not applicable.
VIII. A DESCRIPTION OF THE PROPOSED METHOD OF FINANCING
THE PROJECT. INCLUDING ATTACHMENT OF A COPY OF THE BOND
PURCHASER'S COMMITMENT LETTER:
Construction obtained through First of America Bank.
The Bond purchaser was arranged through First of America holding
bank which is The First of America Bank - Detroit, NA. Terms of
the financing, involving direct purchase of the Bond by First of
America Bank - Detroit, NA, are set forth in Exhibit B.
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:
Dr. George Kadian
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 entire 42,000 square feet of leaseable space of the
facility is being leased on an initial five (5) year term to
Hybrid Computer Solutions, Inc., a Michigan corporation, for
sublease to various members of the medical and dental profession.
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
- 7 -
RATE OF TURNOVER OF THE VARIOUS TYPES OF HOUSING AND THE RANGE OF
RENTS AND SALE PRICES, AN ESTIMATE OF THE TOTAL DEMAND FOR
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.
Exhibit A
LEGAL DESCRIPTION
PARCEL NO. 1
TIN, R10E, Sec. 5, Supervisor's Plat No. 20. Part of Lot 1; Beg
at pt on W Lot Line, Dist 757.85 ft. S'ly Alg 5d Li from NW Lot
Cor, Th N 89-16-00 E 298.81 ft., Th S 14-58-00 E. 393 ft., Th S
58-07-00 E 226.91 ft., Th Swly 592 ft. alg Gen Line of Rivet, Th
N 23-25-00 W 431.80 ft., Th N 06-32-00 W 416 ft., Th S 85-16-00 W
151.70 ft., Th Nly 20.01 ft. alg W Lot line to beg exo wly 54 ft.
taken for Rd
PARCEL 'NO. 2
T1N, R10E, Sec. 5, Supervisor's Plat No. 20. Part of Lot 1, beg
at pt on W lot line, Dist 777.89 ft. sly alg sd li from NW lot
cor. Th alc curve to left, rad 11309.29 ft, chord bears S
CO-48-00 W 361.68 ft, dist of 361.80 ft, Th S 00-05-00 E 434.02
ft, Th N 89-55-00 E 51 ft, Th ely 385 ft. alg cen line of river.
Th N 23-25-00 W 431.80 ft, Th N 06-32-00 W 416 ft, Th S 89-16-00
W 151.70 ft. to beg exc wly 54 ft. taken for rd '
RBK Investment
Michigan co-
*pally, a
rtnership
By:
Its: Partn
Dated: /,'/70
Exhibit C
COMPANY CERTIFICATE REGARDING
PAYMENT OF PREVAILING WAGES
(RBK Investment Company Office Building Project)
The undersigned, RBK Investment Company, a Michigan
co-partnership, (the "Company"), hereby certifies to The Economic
Development Corporation of the County of Oakland (the "EDC") as
follows:
1. This Certificate is made and based upon the best of
the Company's knowledge and belief, only after thorough
investigation and discussion with all owners of the Company and
others who might have knowledge regarding the subject matter.
2. The Company understands that this Certificate is a
statutory requirement under the Economic Development Corporations
Act, Act No. 338 of the Michigan Public Acts of 1974. as amended
(the "Act") which, if improperly made or based upon any material
misrepresentation or inaccuracy, might invalidate the proceedings
regarding the RBK Investment Company 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.
Exhibit D
COMPANY CERTIFICATE REGARDING
TRANSFER OF EMPLOYMENT
(RBK Investment Company Office Building Project)
The undersigned, RBK Investment Company, 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 RBK Investment Company 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.
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 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 Village of Bingham Farms, 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.
Its: Part/her
By:
Dated:
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.
RBK Investmentcrompany, a
Michigan c !partnership
85,000
10,000
60,000
140,000
200,000
15,000
84,000
15,000
225,000.
355,000
200,000
Exhibit' E .
DEVELOPMENT COST BREAKDOWN
Professional Office Complex
Owners Drs. Kadian,Rossin, Bayleran
31500 Telegraph Road
Bingham Farms Subdivision
Birmingham, Michigan 48010
A'
(sr
$ 1,200,000
1,909,780
630,000
Land Costs (approximately 6.5 acres)
Construction-Shell Building
. Tenant Improvement Allowance ($15/sq.ft.)
(42,000 sq. ft-)
Architectural Fees
Engineering and Soil Borings
Landscaping
Bro kerage Fees (rentals)
Interest During Construction
Accounting
Mortgage Brokerage Fees
Property Taxes
Miscellaneous and Contingencies
Heating and Cooling
Underwriters - Bond Council
EDC Broker - Attorney - Commission
TOTAL DE9ELOPMENT COSTS $5,P28,780
October 12, 1984 FIRST°F AMRICA
FIrst at America Bank.betrait, Wis„
5-1 5 Sr S!'ee!
Dercni. Iv.c.'-',gan 48.226
Te'er:none
RBK Investment Company
31350 Telegraph Road
Birmingham, MI 48010
Gentlemen:
In accordance with your application and in reliance on
the information and representations presented therewith, First
of America Bank-Detroit, N.A. ("FOA-D") is pleased to advise
you of its commitment to purchase up to Four Million Two Hun-
dred Thousand Dollars ($4,200,000) 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 RBK
Investment Company, a Michigan co-partnership (the "Company")
to pay the costs of acquiring, constructing and equipping a
project described below. This commitment is subject to the
following terms and conditions:
1. The Project: A two-story professional/medical
office building containing at least 63,000 gross square feet
and 57,000 net rentable square feet located on a parcel of land
of approximately 6.5 acres at the Northeast corner of Telegraph
and Thirteen Mile Road, Bingham Farms, Michigan. The Project
will be owned by the Company.
2. Terms of the Bond: Twenty year maturity with a
twenty-five year amortization of principal. Voluntary prepay-
ments 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 prepay-
ment is from internally generated funds. If not from inter-
nally generated funds, a premium of 1% will be charged. Pre-
payment shall be required, without penalty, if project is con-
demned, becomes obsolete, is destroyed and not rebuilt or in
the event of a Determination of Taxability. Monthly payments
will be fixed for each 12-month period that the Bonds are out-
standing based on the FOA-D Prime Rate in effect on the anni-
versary of the date of issue. For the first 12-month period,
monthly payments will be calculated on an assumed FOA-D Prime
Rate of 12.75% per year, based on the full amount of the Bonds
issued. If there is an extraordinary prepayment due to the
REK Investment Company
October 12, 1964
Page 2
failure of the Company to meet the minimum rental levels des-
cribed in paragraph 7 below by December 1, 1987 or fcr any
other permitted reason prior to such date, the monthly payment
shall be adjusted to amortize, on the foregoing basis, the
amount of Bonds remaining outstanding.
Interest on the Bonds will be calculated on the basis
of a 360-day year comprised of twelve 3C-day months, at a rate
per year equal to 65% of the floating variable rate announced
by FOA-D from time to tire as its "prime rate", without regard
to the rate or rates actually charged by FOA-D to customers, so
long as such interest is exempt from federal income tax and
payments are not in default. Interest will accrue on the basis
of such floating, variable rate notwithstanding that monthly
payments are fixed for successive 12-month periods.
FOA-D 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 FOA-D
Prime Rate plus 3% during the period of default. If a Deter-
mination of Taxability (as defined below) shall occur or be
mode, interest on the Sonds will accrue at the rate per year
equal to the FGA-D Prime Rate plus 1% from and after the date
on which interest on the Bonds becomes taxable until their
redemption.
3. security: The Bonds shall be secured by the fol-
lowino: (a) a first mortgage lien on the Project, (b) an
assignment of all contract rights under the EDC's loan agree-
ment with the Company and all rents, income and leases affect-
ing the Project, (c) a security agreement granting a first and
prior security interest in and to all personal property ac-
quired for the Project with Bond proceeds, and (d) joint and
several and unconditional guarantees from the Company and each
of its partners.
4. Ccmmiteent Fee: The Company will pay to
commitment fee equal to 1.5% of the maximum amount cf
be issued (i.e., 563,000), as follows: $31,500 shall
upon acceptance of this cemmitment by the Compeny and
balance shall be paid upon the Closing of the sale of
FOA-D a
Bonds to
be paid
the
the Bonds.
REF Investment Company
October 12, 1964
Page 3
5. Tayability: A Determination cf Taxability shall
occur with respect to the Bond, if FOA-D shall receive notice
that the IRS or nationally-recognized bond counsel has deter-
mined that interest on the Bonds is no longer excludable from
gross income 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 and defined in the Code), for
any reason whatsoever, including any change in law.
6. Conditions Precedent to Purchase of Bonds: FOA-D's
obligation to purchase the Bonds shall be conditioned 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 7.17prnr_i_ae in the judoment of FOA-D and its coun-
sel, Dykema, Gossett, Spencer, Goodnow fi Trigg, to consummate
the transaction contemplated herein including (without liita-
tion) the following: the Bonds, Bond Purchase Contract, Loan
Agreement, Mortgage, Security Agreement, Bond Authorizatino
Resolution and other documentation of actions by the EDC,
Indenture, partnership agreement of the Company, resolutions of
the Company, and certificates regarding litigation involvinc
the Company.
(b) Receipt of an opinion from counsel for the
Company which opinion shall be satisfactory in all respects to
the FOA-D and its counsel, and which shall set forth such opin-
ions as FOA-D reasonably deem appropriate for the contemplated
transaction.
(c) Receipt of an opinion from bond counsel for
the EDC covering such matters as FOA-D and its counsel reason-
ably deem appropriate for the contemplated transaction, includ-
ing that interest on the Bonds is exempt from federal income
tax and the Michigan Single Business Tax, which opinion shall
also be natisfartnry in all other respects.
(d) All executed leases must be satisfactory to
FQA-D in form and content; and all future leases shall certain
a clause stipulating that FOA-D and its counsel must approve
the leases or they are void. All tenants must be acceptable to
FCA-D. Any renewal options in the leases must be at least at
market rent. FOA-D shell be furnished with a fully executed
RBE Investment Company
October 12, 1984
Page 4
original copy of all leases prier to closing. Each of the ter-
ants shall acknowledge receipt of a notice of the conditional
assignment of its lease to FOA-D 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 part or on the project users; and, also agree that ten-
ants shall pay rent to FOA-D upon its compliance with the con-
ditions of the assignment.
(e) FOA-D shall be furnished with an ALTA mort-
gagee's policy of title insurance, without exceptions (Addi-
tional Coverage Form) issued by a title company acceptable to
FOA-D, in the principal amount of the Bonds insurinc the mort-
gage granted to the EDC and assigned to FOA-D as a first lien,-
including insurance against mechanic's and materialmen's liens,
uoon the land and building, and insuring that the Company'eas
good and marketable title of all liens, encumbrances or
defects, and containing no exceptions other than those epeci-
fically permitted by the Loan Agreement.
(f) A current as-built survey, certified to
roA-D, the EDC and the title company by a registered land sur-
veyor, shall be submitted to FOA-D, showing: (1) the impecve-
ments 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 cf the
land; (6) and such other details as FOA-D may request. The
improvements must be located in accordance with the plans
approved by FOA-D.
(g) FOA-D shall be furnished with evidence sat-
isfactory to it of fire and extended coverage in the minimum
amount of $4,200,000, a one year rental interruption policy in
the minimum amount of $500,000 and liability insurance of at
least $4,200,000, all issued by insurance companies acceptable
to FOA-D. All policies will have a standard mortgagee clause
payable to FOA-D. The policies shall not be terminable without
thirty (3C) days' prior written notice to FOA-D and the EDC.
(h) FOA-D shall have received an appraisal sat-
iefactery to it valuing the subject land and building to be
constructed thereon at not less than $5,250,C00, as well as
proof of appropriate zoning and the availability of all
utilities.
RBK Investment Company
October 12, 1984
Page 5
7. Limitation on Draws: The Loan Agreement governing
disbursement of Bond proceeds shall provide that no funds in
excess of $3,600,000 shall be advanced unless FOA-D has
approved, prior to December 1, 1987, signed leases for office
space and for storage space, which provide in the aggregate for
total annual net rentals available for debt service of not less
than $600,000 per year. If on such date the signed leases in
effect for the Project provide for a total annual net rentals
available for debt service of less than $600,000, FOA-D shall
not be obligated to disburse an amount of Bond proceeds which
totals more than that which results from multiplying $4,200,000
by a fraction, the numerator of which is the annual net rental
available for debt service from all leases in effect on
December 1, 1987 and the denominator of which is $600,000.
8. Trustee: None required. FOA-D will act as a
depositary (agent) of the EDC to disburse Bond proceeds and
administer payments and other obligations thereafter.
9. Financial Statements: Annual financial statements
and quarterly statements of the Company certified as correct by
a general partner, together with other information as FOA-D may
reasonably request.
10. Investment of bond Proceeds: At the time of
acquisition of the Bonds, P0A-D 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 FOA-D, as deposi-
tary. Undisbursed funds shall be invested or reinvested in
accordance with directions from the Company in (i) direct obli-
gations of, or obligations guaranteed by, the United States of
America, or any agency thereof, (ii) certificates of deposit,
or (iii) other investments satisfactory to FOA-D which are
lawful for investment of funds of 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 foregoing, the funds in the escrow account shall be invest-
ed in a manner not in violation of any arbitrage restrictions
under the Internal Revenue Code and the regulations issued
thereunder. In the event that the funds are not fully disbursed
to the Project user on or before December 1, 1987, then any
remaining funds shall be used to prepay the bonds.
A
RBK Investment Company
October 12, 1984
Page 6
11. Exenses; The Company shall pay all actual out-
of-pocket costs incurred by FOA-D 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 pur-
chased.
12. Cancellation of Commitment. This Commitment may
be cancelled at FCA-D's option, if (a) it is not accepted by
the Project User on or before October 20, 1984, (b) if the
Bonds are not purchased on or before December 31, 1964, or (c)
the Company shall fail to comply with any of the terms and
conditions hereof or shall default in any of its other obliga-
tions to FOA-D, (d) there is any material adverse chance in the
financial condition of the Company or any of its partners; or
(e) any of the information or representations given to FCA-D in
connection with the issuance of this commitment proves to be
untrue, incomplete or misleading at any time prior to the ac-
quisition 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 $31,500 (partial)
payment of the Commitment fee.
RBK Investment Company
October 12, 1984
Page 7
Very truly yours,
FIRST OF AMERICA BANK - DETROIT, N.A.
•n•nn
By: (22.Z6. Michael/Marlotti
Assist4Ri Vice President
This commitmentcommitment accepted this
day of October, 1984
RBK INVESTMENT COMPANY
By:
Dr. George Kadian, General Partner
And Sy:
Dr. Herbert W. Rossin,
General Partner
And By:
Dr. Edward B. Bayleran,
General Partner
= Allen
Couilty 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 29th day of Novemoe r 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: November 29, , 1984