HomeMy WebLinkAboutResolutions - 1984.11.29 - 173471682E
MISCELLANEOUS RESOLUTION NO. 84311
RE: ECONOMIC DEVELOPMENT GROUP
RESOLUTION APPROVING PROJECT PLAN
(OAKWOOD BUILDERS/C&T GLASS CORPORATION 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 Oakwood Builders/C&T
Glass Corporation 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 9, 1984, the governing body of the
Township of Commerce, Oakland County, Michigan, also approved the
Project Plan; and
WHEREAS, on October 25, 1984, this Board of
Commissioners held a public hearing to consider whether the
1 HETY APPROVE ro,REcaNG RESOLUTION
21_,X6
hy, t'OTnly Da ni
ABSTENTIONS: Members: None. (0)
RESOLUTION DECLARED ADOPTED7----
(
)
bynt107-Allen
Coutity Clerk
Members:
Members:
None.
Jackson, Susan Kuhn, Perinoff, Geary. (23)
(0) NAYS:
ABSENT:
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 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: Gosling, Hobart, R. Kuhn, Lanni, Law, McConnell, McDonald,
McPherson, Moffitt, Moore, Nelson, Olsen, rage, Pernick, Price, Kewold, Wilcox
Aaron, Caddell, Calandro, Doyon, Foley. Fortino. (23)
o f 1976,
STATE OF MICHIGAN)
) SS.
COUNTY OF OAKLAND)
I hereby certify that the foregoing is a true and
copy of a resolution adopted at a regular meeting of the
Commissioners of the County of Oakland, Michigan held on
day of Nnvernhe r _ , 1984, the original of which is on
my office. Public notice of said meeting was given
to and in compliance with Act No. 267 of the Michigan
as amended.
complete
Board of
the _29.11
file in
pursuant
Public Acts
Coun
D:—Allen
y Clerk
Dated: November 29 1984
, Exhibit
1606E
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAND
Oakland County, Michigan
Oakwood Bnilders/C&T Glass Corporation 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
"A" - Project Area Legal Description
"B" - Bond Purchaser's Commitment Letter
"C" - Company Certificate Regarding "Prevailing Wages"
"D" - Company Certificate Regarding Transfer of
Employment
Other
PROJECT PLAN
SUMMARY DESCRIPTION OF
OAKWOOD BUILDERS/C&T GLASS CORPORATION PROJECT
OWNER OF PROJECT:
Oakwood Builders & Associates, a Michigan co-partnership
CONTACT PERSON: (Name, address, telephone number)
Robert L. Alfieri
2750 Ridgway Ct.
Wailed Lake, MI 48089
Tel.: 669-3570
LOCATION OF PROJECT: (Local municipality)
Commerce Township
PROJECT AREA/DISTRICT AREA: See Exhibit A
NATURE OF PROJECT:
Construction of 42,000 square foot building on 4 acres in
"Commerce Industrial Park South" for lease to C&T Glass
Corporation as a new glass tempering facility.
EMPLOYMENT CREATED OR RETAINED:
60 new permanent jobs created
25 existing jobs retained
TOTAL PROJECT COST:
Estimated $1,100,000
BONDS TO BE ISSUED: $1,000,000.00
BOND PURCHASER: ThoxnbaAg Management Co.. Inc. "DaLey Tax Ptee Income Fund, Inc."
Santa Fe, New Mexico
DATE AND EXPIRATION DATE OF BOND PURCHASE COMMITMENT:
See Bond PuAcha,se Ayteement.
- 2 -
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 Punrc 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.
OAKWOOD BUILDERS & ASSOCIATES,
a Michigan co-partnership
4/(e-ki
Its: Partner
Dated : Sprtentheft 6, 194
By:
PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
OAKWOOD BUILDERS/C&T GLASS CORPORATION 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:
The Project Area will be developed as an industrial site
with an approximately 42,000 square foot building to be
constructed thereon suitable for use as a glass tempering
facility. No streets or other public facilities were located in
the Project Area at the inception of the Project.
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. The Project involves new construction
on vacant land.
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 pAcject tocated in CommeAce Town)ship at 3160 Ridgway Ct.,
Wateed Lake, Michigan, 48088, on ow a (4J aute6 morte OA te44. The new 42,000 4q. 6t.
Gas Tempe/ling Pant ioft CST Gtazz Co4p. p4 co4ti.ng appAoximatety $1,000,000.00. The poject Lo compZete. See IV. for estimated time for completion,
- 4 -
IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF
CONSTRUCTION PLANNED. AND THE ESTIMATED TIME OF COMPLETION OF
EACH STAGE: A 42,000 4q. pAe-engineeted twiAkUkg (Ceco Mitchett) con.stAucted
in the liatowing 4tage4:
Finat DAawings and PeAmit4
Foundation4 CAo44 Tie4
Gude, Excavate, Fitt
Septic System
Ma/sanity 6 inwtation
Hotta() Meta 0OWL4
Stow Duinage
Meta t Btdg. euction
4/2/84
4/16/84
4/30/84
5/7/64
5/21/84
5/27/84
5/21/84
6/4/84
Con mete FtatwoAk
A. DOOA, Gta44 GZazing
Ovuthead DOOA4
Caventet/Ditywatt
Painting, Accou4.Ceit
Ftoox Finah
Etectkicat
Ptumbing 6 Heating
6/14/84
6/18/84
6/18/84
6/25/84
6125/84
6/25/84
6/21/84
6/28/84
PAoject wa4 compteted and occupied a4 Oi 7/1/84.
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.
VII. A DESCRIPTION OF DESIRED ZONING CHANGES AND
CHANGES IN STREET, STREET LEVELS, INTERSECTIONS AND UTILITIES:
None.
VIII. A DESCRIPTION OF THE PROPOSED METHOD OF FINANCING
THE PROJECT, INCLUDING ATTACHMENT OF A COPY OF THE BOND
PURCHASER'S COMMITMENT LETTER:
Many Bennett / Comekica
Sate c 8onots to ptivate invedstau backed by "LetteA od CitecUt"
AACM Comeicica.
All Bonds will be privately placed with Daily Tax
Free Income Fund, Inc., of New York, New York. The
Bonds will bear a variable rate of interest with a
seven day repurchase feature. Other terms are
described in the Portfolio Criteria Term Sheet
attached as part of Exhibit B hereto.
Copy of bond purchaser's commitment letter attached as
Exhibit B.
IX. A STATEMENT REGARDING THE PAYMENT OF PREVAILING
WAGE AND FRINGE BENEFIT RATES AS DETERMINED PURSUANT TO ACT NO.
166 OF THE MICHIGAN PUBLIC ACTS OF 1965, AS AMENDED (REGARDING
WAGES ON STATE CONTRACTS):
See Exhibit C.
6
X. A LIST OF PERSONS WHO WILL MANAGE OR BE ASSOCIATED
WITH THE MANAGEMENT OF THE PROJECT FOR A PERIOD OF NOT LESS THAN
1 (ONE) YEAR FROM THE DATE OF APPROVAL OF THE PROJECT PLAN:
Robekt L. Atgen
EAnie Futte4
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 will be leased under a ten (10) year lease
to C&T Glass Corporation, a Michigan Corporation.
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.
MM. .11n• 8
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.
,•••n 9
Exhibi't A -
LEGAL DESCRIPTION
Part of 10.02 Acres known as Parcel 47
Oakwood Builders, Omer
C&T Glass New Facility
PART Of' THE N.W. ¼ OF SEC. 24, T.2N., R.8E., COMMERCE TUNSHIP.
OAKLAND COUNTY, MICHIGAN. BEGINNING AT A POINT S. 02°52'38" E.
540.00' and N. 87010'28" E. 908.00' FROM THE N. 1/4 CORNER OF SEC. 24.
. THENCE N. 87o 10'28" E. 429.03' THENCE S. 2°14'40" E. ALONG N. & S.
1/8 LINE 400.00' THENCE S. 87°10'28" W. 424.62' THENCE N. 2 0 52'
38" W. 400.00' TO POINT OF BEGINNING. CONSISTING OF 170,730 SQ. FT.
3.919 ACRES.
-OmericA Incorporated August 10, 1984
Ropert M. Burch
Vice President
Private Banking Department
EMB:ds
Attachsient
Comerica Incorporated
2H West Fort Street
Detroit, Michigan 48226
'xhibit B
Mir. Robert Alflen
Oakwood Builders & Associates
3162 Martin Rd.
WW.led Lake, NM 48088
Dear Bob
It is my pleasure to inform you that Comerica Bank-Detroit has
approved a Letter of Credit in an amount sufficient to support
the public offering or private placement of $1,000,000 of
County of Oakland Economic Development Corporation Bonds.
The attached illustrates the specific details of our approval.
It is our understanding that the proceeds will be used to repay
in full an interim loan, the proceeds of which were used to
construct a commercial building located at 3160 Ridgway Ct.,
Walled Lake, Michigan. Our commitment is subject to the execution
of various loan documents satisfactory to you and the Bank.
This commitment will expire August 24, 1984. If acceptable,
please execute the enclosed copy of this letter where indicated
and return it to me together with a check for the commitment
fee.
We are proud to be a resource for your expansion and growth and
look forward to an expeditious loan closing.
Sincerely/
ACCEPTED THIS A2 DAY OF , 19'84
OAKWOOD BUILDERS & ASSOCIATES
By:
LETTER OF CREDIT TERMS
BY AND BETWEEN
OAKWOOD BUILDERS & ASSOCIATES
AND
COMERICA BANK-DETROIT
PURPOSE: To support the financing of construction
project.
AMOUNT: 1,000,000
TERM: 15 Years
RATE: To be determined by bond underwriter, varies
with type of bond issue.
AMORTIZATION: Monthly mortgage amortization basis.
COLLATERAL:
GUARANTEES:
First continuing collateral mortgage on land
and building (the "Premises") located at 3160
Ridgway Ct., Walled Lake, Michigan. Loan to
value ratio will not exceed 80% of appraised
value as determined by Comerica Bank-Detroit.
Assignment of lease on the Premises executed
by C & T Glass Corp., a subsidiary of Guardian
Industries,which lease is to be for 42,000
sq.ft. of space for a 10 year period.
James W. and Olga Fuller, Ernest and Bernice
Fuller, William H. and Dorothy Fuller, Walter
F. and Madeline Fuller, and Robert L. and
Janet E. Alflen.
REPORTING
REQUIREMENTS: Quarterly CPA prepared financial statments on
Oakwood Builders & Associates.
FEES:
Commitment*
Appraisal
Legal Out of
Pocket
Letter of
Credit*
Trustee
$5,000 payable upon acceptance of commitment.
$750.00
At closing
1.5% per annum of the outstanding
Letter of Credit amount, paid quarterly in
advance.
At closing
n
* NOTE:
The Commitment and Letter of Credit fees are
based on Borrower establishing and maintaining
a meaningful account relationship with
Comerica Bank.
UNDERWRITER
FEES:
PREPAYMENT:
To be paid by customer. Amount varies with type
of placement. To be negotiated.
Bondholders usually allow prepayment after the
first seven years on schedule payment date in
multiples of required principal.
And require, without penalty, prepayment if
project is condemned, becomes obsolete, is
destroyed or bonds become taxable.
TRUSTEE: If Bond Fund-Comerica Bank
If publically placed - mutually agreed upon
between issuer and Comerica.
LOAN AGREEMENTS: The commitment is subject to the completion of:
- Bond Indenture
- Mortgage Trust Indenture
- Bond Purchase Agreement
- Reimbursement Agreement
- All other documentation as Comerica Bank
shall reasonably require.
The Reimbursement Agreement will contain
mutually agreed upon covenants.
PUT FEATURE:
OPINION OF
COUNSEL:
If placed with a bond fund, a seven day put
feature is likely. If bondholders put the
bonds back to the Bank for any reason, the
Bank shall have the right to put the bonds
back to Oakwood Builders & Associates provided
that the Bank extends a loan to Oakwood at
substantially the same terms and conditions,
but at an interest rate of 1% in excess of the
Bank's prime rate.
Documentation must be satisfactory to legal
counsel for the Bank.
Mark C. Weiss
First Vice President
100 Renaissance Center
SWIM MO, Detroit, MI 48243
01134 446-8300
PrScmher tit all principal
security and commodoty
exchanges
MANLEY, BENNET-1c
McDONALD & CO.
DivoNoF tHomscti NICANON SECURITIES INC
September 4, 1984
Mr. Robert L. Alflen
Oakwood Builders & Associates
3162 Martin Road
Walled Lake, MI 48088
HAND DELIVERED
Dear Mr. Alflen:
On behalf of Manley, Bennett, McDonald & Co., a Division
of Thomson McKinnon Securities, Inc., I am pleased to inform
you that we have secured a firm commitment for the purchase of
your contemplated issue of $1,000,000 Oakland County Economic
Development Corporation Revenue Bonds.
Attached to this letter is a copy of our standard
investment banking agreement and a copy of the commitment
letter from the purchaser of the Bonds.
Please take the steps necessary to execute the investment
banking agreement so that we may proceed to accomplish the
work necessary to close this transaction prior to October 24,
1984, the date on which the purchase commitment will expire.
Please call me directly at 446-6128 or Peter Prophit at
446-6125 if you have any questions or comments about this
letter, the attachments, or any other matters related to the
transaction.
Very truly yours,
MCW/pjs
Enclosures
Singerely,
awn B. Shapla
ice President
Thornburg Management Company, Inc.
123 East Marcy Street, Suite 202
Santa Fe, New Mexico 87501
505 -984-0200
August 24, 1984
Mr. Peter Prephit
Manley, Bennett, McDonald & Co.
100 Renaissance Center - 25th Floor
Detroit, Michigan 48243
Dear Mr. Prophit:
Daily Tax Free Income Fund, Inc. hereby commits to
purchase the following proposed bond issue:
(Up to) 1,500,000 Oakland County EDC Revenue Bond
(Oakwood Builders Project)
To effect this purchase, the documents in final form
must meet the criteria outlined in the Fund's term sheet
and bond purchase agreement (enclosed). Provided the Fund's
counsel is satisfied that the note meets these criteria, the
Fund will purchase the instrument at par if it carries an
interest rate of sixty percent (60%) of the prime rate of
the Letter of Credit bank: Comerica Bank - Detroit.
This offer shall remain effective for a period of sixty
(60) days from the date of this letter.
If you have any questions regarding the proposed
transaction, please do not hesitate to call.
Enc.
cc: Jordan Yarett, ESq.
Michael MacPhee
DAILY TAX FREE INCOME FUND, INC.
April, 1983
PORTFOLIO CRITERIA TERM SHEET
New Issue, Variable Rate, Tax-Exempt, Demand Instruments
The Fund will purchase new issue, variable rate,
tax exempt, demand instruments, usually expected to be indus-
trial development bonds (the "Bonds") that meet the Fund's
investment criteria. These Bonds must provide that the
holder has the unconditional right to payment of the prin-
cipal, accrued interest and premium, if any, from the issuer
after seven days' notice. The Issuer's repurchase obligation
to the Bondholder must be supported by a bank letter of cred-
it or guaranty.
This Term Sheet outlines the criteria and Bond doc-
umentation requirements for a Bond Issue that would be suit-
able for purchase by the Fund. The basic terms of the Bonds
should be reviewed with Thornburg Management Co., Inc.,
in connection with obtaining the Fund's preliminary commit-
ment to purchase the Bonds. The Fund intends that the Bond
documents will be prepared entirely by the Issuer, the Bank
and the Borrower and then will be submitted to the Fund for
review prior to signing the Bond Purchase Agreement. The
Fund has structured the Pond Purchase Agreement to contain
all of the terms and conditions and representations and war-
ranties of the Borrower, the Issuer and the Bank that are
essential to the Fund's purchase of the Bonds.
Description of Bonds
Interest Rate and
Payments
Variable rate, tax-exempt instru-
ments with a seven day repurchase
feature. The Borrower must have
had a continuous operating his-
tory of at least three years.
The Bonds must bear a variable
interest rate based on a nego-
tiated percentage of the
prime rate of a reference
bank (or other interest rate
adjustment index), adjusted at
least quarterly. The Fund pre-
fers that interest payments be
be made monthly or quarterly at
the agreed-upon rate, stated as
a percentage of the prime rate
Interest Rate Ceiling
Minimum Principal Amount
of the reference bank, although
semi-annual interest payments
may be acceptable.
The Fund prefers that the Bonds
not be subject to a maximum
interest rate ceiling of less
than 15% under state usury law
or contractual limitations.
$500,000 (any maximum denomi-
nation).
Minimum Period to I year.
Maturity
Closing
Trust Indenture
Closing to be held as soon as
practicable after completion of
documentation and legal formal-
ities. Closing to be scheduled
at the offices of Battle, Fowler,
Jaffin & Itheel, 280 Park Avenue,
New York, New York 10017.
A Trust Indenture is not required
since the Fund anticipates that
it will be the sole Bondholder.
The Issuer and the Borrower
should make the determination as
to whether a Trust Indenture will
be utilized. An Official State-
ment is not necessary if the
Bonds will be purchased only by
the Fund and/or other.institu-
tional investors.
If the Borrower and the Issuer
prefer to issue the Bonds under a
Trust Indenture (the l'Indenture"),
the Indenture must be satisfactory
to the Fund and should contain
the following general terms and
provisions;
The Indenture should provide
for a fully registered issue.
The Bonds should be issuable in
Minimum denominations of $100,000.
The Fund will advise concerning
, 7 • •
the denominations requested
upon initial issuance. Each
certificate should be registered
in the name of the Fund and
may be typewritten.
The Indenture should not permit
the issuance of additional
Bonds thereunder (unless such
issuance requires the approval
of the holders of 100% of the
principal amount of the Bonds
then outstanding).
Trustee's fees, costs of regis-
tration of transfer and exchange
and other costs are to be borne
by the Borrower.
Bond Terms and Conditions: The Bonds must be subject to the
Certain Mandatory following mandatory redemption
Redemptions provisions:
The Bonds must be subject to
mandatory redemption on the
60th day following the commence-
ment of a proceeding under any
applicable insolvency, reorgani-
zation or bankruptcy law by or
against the Bank unless the
Borrower provides a substitute
L/C from another bank that is
acceptable to the Fund.
In lieu of *gross up" provisions,
the Bonds must be redeemed in
whole at a 3% premium as soon
as practicable after a deter-
mination that the interest
income on any of the Bonds does
not qualify as exempt interest
to the holder thereof ("exempt
interest") under Section 103
of the internal Revenue Code
of 1954, as amended (the "Code"),
for any reason other than that
such holder is a "substantial
user" of the Project or a
"related person" within the
meaning of Section 103(b)(13)
of the Code, which determina-
tion shall be deemed to have
been made upon the occurrence
of the first to occur of the
following: (a) the date on
which the Borrower determines
that the interest income on
any of the Bonds does not
qualify as exempt interest; or
(b) the date on which any
change in law or regulation
becomes effective or on which
the Internal Revenue Service
has issued any private ruling,
technical advice or any other
written communication to the
effect that the interest in-
come on any of the Bonds does
not qualify as exempt interest;
or (c) the date on which the
Borrower shall receive notice
from. the holder of any Bond
that the Internal Revenue
Service has issued a thirty-day
letter or other notice which
asserts that the interest on
such Bond does not qualify as
exempt interest; or (d) (for
Bond issues in excess of
$1,000,000 principal amount)
the date on which the Borrower
issues a statement to the
effect that it has exceeded or
intends to exceed the maximum
capital expenditures permitted
under Section 103(b)(6)(D) of
the Code; or (e) the date on
which the Bondholder tor the-
Trustee) receives notice that
the Borrower or the Issuer has
taken any action inconsistent
with, or has failed to act
consistently with, the tax
exempt status of the Bonds;
provided that no Determination
of Taxability shall be deemed
to have occurred as a result
of a determination by the
,
-4--
Borrower pursuant.to clause
(a) above unless such deter-
mination is supported by a
written opinion of independent
counsel satisfactory to the
Bondholder (or the Trustee]
that the interest income on
the Bonds does not constitute
exempt interest.
The following should constitute
Events of Default under the
Bond documents:
Default in the payment when due
of any principal, premium or
'interest on the Bonds.
Continued failure by the Borrower
to comply with any other cove-
nants or conditions contained
in the Bond documents for a
period of 60 days after receipt
of notice thereof from the
Bondholder or the Issuer;
provided that any such default
shall be waived upon receipt
during such 60 day period of
written instructions to do so
from the holders of at least
75% 'in aggregate principal
amount of the Bonds.
Acceleration of the amounts
owed to the Issuer under the
financing agreement between the
Issuer and the Borrower.
Receipt by the Issuer of a
written demand by the Bank to
declare the Bonds immediately
due and payable because an
event of default has occurred
under the agreement requiring
the Borrower to reimburse the
Bank for payments made under
the Letter of Credit (the
"Reimbursement Agreement").
Home Office Payment
Letter of Credit
The filing of a petition in
bankruptcy or the commencement
of a similar proceeding by or
against the Borrower or the
Issuer under any applicable
bankruptcy, insolvency or
similar law as now or herein-
after in effect (an "Act of
Bankruptcy").
Upon the occurrence of an Act of
Bankruptcy, the indebtedness
represented by the Bonds must
accelerate by its. terms, and the
Bondholder must draw under the
Letter of Credit in an amount
determined in accordance with
the guidelines set forth below.
Upon the occurrence of any other
Event of Default, the Issuer
must declare the principal of,
premium, if any, and interest on
the Bonds to be immediately due
and payable and the Bondholder
must draw under the Letter of
Credit in an amount determined in
accordance with the guidelines
set forth below.
The Fund requests that the Loan
Documents provide that the Bor-
rower's payments to the Issuer
be made at least five days
before the Bond Payment Date.
Payments on registered Bonds
(other than at final maturity)
must be made at the office of the
Trustee or other institutional
holder of the Bonds. Payments
should be made by wire transfer
(prior to 2:00 P.M. New York time
on the due date) in immediately
available funds.
The credit of a banking insti-
tution (which meets the Fund's
credit quality criteria) must
be pledged to the payment of
all principal, premium and ac-
crued interest on the Bonds by
means of a Letter of Credit. The
amount of interest covered by the
Letter of Credit should be calcu-
lated by applying the maximum
interest rate payable on the
Bonds to the maximum principal
amount thereof outstanding during
the appropriate interest coverage
period set forth below. If no
maximum rate of interest is im-
posed by state usury laws or by
agreement of the parties, a max-
imum interest rate of 20% per
annum may be assumed for purposes
of calculating the interest cov-
ered by the Letter of Credit.
If the Borrower's obligation to
reimburse the Bank for payments
made under the Letter of Credit
is secured by any collateral, the
Bondholder must have a prior or
co-equal security interest in
such collateral so as to avoid
any risk that if the Borrower
enters bankruptcy, its trustee
would attempt to enjoin or re-
capture such payments. For the
same reason, the Bank must agree
that upon the occurrence of an
Act of Bankruptcy it will waive
any right it may have to set off
against the Borrower's obliga-
tions under the Reimbursement
Agreement any deposits held by
the Bank for the account of the
Borrower. The Fund also requests
that for so long as the Fund
holds the Bonds the Bank agree
(i) to keep in effect the waiver
of its right of set-off and (ii)
not to take any additional
collateral to secure the Bor-
rower's obligations under
the Reimbursement Agreement
without granting the Bondholder
. a prior or co-equal security
interest in such additional
collateral.
(a) Stand-By Letter
of Credit
The following is an outline of
an acceptable structure using
a "Stand-By" Letter of Credit:
So long as the Bonds have not
been accelerated, the Issuer
may make payments on the Bonds
from any source of funds from
the Borrower.
The Letter of Credit should pro-
vide that the Bondholder is per-
mitted to draw amounts sufficient
to pay principal, premium, if
any, and interest at the maximum
rate on the Bonds computed for
(a) 169 days if the interest
payments on the Bonds are made
monthly, or (b) 229 days if the
interest payments on the Bonds
are made quarterly. Upon any
acceleration of the Bonds, the
Bondholder must have the irrevo-
cable right to draw under the
Letter of Credit in an amount
equal to the outstanding princi-
pal of, premium, if any, and
accrued interest on the Bonds,
plus any amounts paid to the
Bondholder within 124 days prior
to (i) an Act of Bankruptcy af-
fecting the Borrower or the
Issuer or (ii) the draw on the
Letter of Credit if no such Act
of Bankruptcy has occurred. The
amounts in (i) and (ii) above are
defined as "Preference Payments."
The Bondholder's right to draw
under the Letter of Credit for
any Preference Payments shall be
conditional upon the Bondholder
refunding any such Preference
Payments previously made against
payment under the Letter of
Credit.
The amount of principal and
accrued interest covered by the
Letter of Credit may be reduced
no earlier than 129 days after
a payment of principal on the
Bonds, provided that no Act of
Bankruptcy has occurred within
the 124 day period immediately
following such principal payment.
The Letter of Credit must remain
in effect for 129 days after
final payment is made on the
Bonds. If an Act of Bankruptcy
occurs within the 124 day period
following final payment, the
Bondholder must have the right to
immediately draw on the Letter of
Credit in an amount equal to all
Preference Payments made on the
Bonds after the 124th day prior
to the occurrence of such Act of
Bankruptcy. Furthermore, unless
the Issuer or the Bondholder has
received a satisfactory certifica-
tion that no Act of Bankruptcy
has occurred within the 124 day
period immediately following
final payment, the Bondholder
must have the right to draw on
the Letter of Credit by the
129th day prior to the final
payment date against payment
to the Bank of all Preference
Payments made within such 124 day
period.
(b) Payment Letter of
Credit
The following is an outline of an
acceptable structure using a "Pay-
ment* Letter of Credit:
The Letter of Credit should pro-
vide that the Bondholder shall
draw under the Letter of Credit
for all payments of principal,
premium, if any, and interest due
on the Bonds on any payment date
if, and to the extent that the
Issuer does not have funds of the
Borrower available to make such
payment, which funds have been on
deposit with the Issuer for at
least 124 days during which
period no Act of Bankruptcy has
occurred. The Borrower must be
obligated to reimburse the Bank
no earlier than the day the Bank
makes a payment under the Letter
of Credit and must pay interest
on any amounts not so reimbursed.
The Letter of Credit must cover
interest at the maximum rate on
the Bonds, computed for (a) 45
days if the interest payments
on the Bonds are made monthly,
(b) 105 days if the interest pay-
ments on the Bonds are made quar-
terly. The Letter of Credit must
provide for continuous reinstate-
ment of the amount available for
interest payments. If the amount
which may be drawn under the
Letter of Credit in respect of
interest has not been reinstated
within 5 days after any payment
of interest by the Bank, the
Bondholder must have the right to
accelerate the issue and to draw
under the Letter of Credit in an
amount equal to the outstanding
principal of, premium, if any,
and accrued interest on the
Bonds. The Letter of Credit
may terminate 15 days after the
stated maturity date of the
Bonds.
Issuer Repurchase
Commitment
The Bond documents must provide
that the Bondholder shall have
the right to demand payment of
the principal, accrued interest
and premium, if any, within
seven calendar days after
delivering written notice of
such election to the Issuer or
to the Bank as Remarketing Agent
for the Issuer. The Bank will
attempt to arrange for the
placement of such Bonds or
may elect (subject to compliance
with banking laws) to purchase
the Bonds for its own account at
par, plus accrued interest and
-10-
premium, if any. If the Bonds
are not placed with another pur-
chaser within the seven day period,
the Bank shall tender the Bonds
to the Issuer for redemption and
make payment to the Bondholder
on the seventh day pursuant to a
draw under the Letter of Credit.
Remarketing Agency
Agreement
Reimbursement Agreement
The Issuer shall appoint the
Bank as its Remarketing Agent to
arrange for the placement within
the seven day period of any
Bonds tendered to the Issuer
for redemption, at par plus
accrued interest and premium,
if any. The proceeds of such a
placement shall be paid to the
Fund in lieu of a redemption of
the Bonds payment from the
Trustee.
The Bond documents may provide
for (i) payment to the Bank of a
fee for acting as Remarketing
Agent, (ii) an increased interest
rate on the Bonds based on an
interest rate index acceptable
to the bank (e.g. 85% of prime)
during any period that the Bank
holds the Bonds following a
tender for payment by the Bond-
holder, (iii) an increase in
the interest rate index, not to
exceed 120% of the original
interest rate index, to an index
rate necessary in the opinion of
the Bank, to enable the Bank to
sell the Bonds to an institutional
investor at the then prevailing
market interest rate.
The Bank must enter into a
Reimbursement Agreement with
the Borrower providing for the
Borrower's unconditional obliga-
tion to reimburse the Bank in
the event of, and to the extent
of, a drawing under the Letter
of Credit.
Bond Documentation
Legal Opinions
Documentation for the Bonds and
the sale thereof to the Fund,
including the Bond Purchase
Agreement, Repurchase Commitment,
Letter of Credit, Reimbursement
Agreement and , if applicable, the
Indenture, must be satisfactory
to the Fund.
The Fund must receive opinions of
counsel as to such tax, regulatory
and corporate matters relating to
the transaction as it requests.
Such opinions should be addressed
to the Issuer and, if applicable,
the Bond Trustee, for the bene-
fit of the Bondholders and should
state that they can be relied
upon by the Fund. In particular,
the Fund will require an unquali-
fied opinion of nationally
recognized Bond Counsel that,
under presently existing statutes,
regulations (including proposed
regulations), rulings and court
decisions, interest on the Bonds
is exempt from Federal income
taxation. In addition, where a
Payment Letter of Credit is used,
Bond Counsel's opinion must state
specifically that use of the
Letter of Credit as contemplated
will not render interest on the
Bonds subject to Federal income
taxation. The Fund will also
require an unqualified opinion to
the effect that all payments to
the Bondholders from all amounts
drawn under the Letter of Credit
will not constitute voidable pre-
ferences under the United States
Bankruptcy Code or under any
other applicable law, state or
-12-
Federal.* The opinion of Bank
counsel must state that the
Letter of Credit is a valid and
binding obligation of the Bank,
enforceable in accordance with
its terms, except only insofar as
its enforceability may be limited
by any insolvency or similar
proceedings applicable to the
Bank or by proceedings affect-
ing generally the rights of the
Bank's creditors.
If the Letter of Credit is issued
by a U.S. branch of a foreign bank,
the opinion of the Bank's U.S.
counsel must contain a statement
that such branch is subject to
U.S. state or federal banking
regulations as required by the
current SEC no action" position
that securities issued by such
branches are exempt from the
registration requirements of the
Securities Act of 1933. Such
opinion must also be accompanied
by an opinion of recognized
counsel (licensed to practice in
the jurisdiction under the laws of
which such Bank is organized)
stating that (i) the Letter of
Credit is enforceable in accor-
dance with its terms in a court
in such jurisdiction, (ii) the
Bank has validly consented to
* In any transaction in which payments to the Bondholders
may be made with funds deposited by the Borrower with the
Issuer at least 124 days before such funds are paid to the
Bondholders, the Fund also requires an opinion to the effect
that so long as no bankruptcy petition has been filed by or
against the Borrower or the Issuer during or prior to such
124 day period, payments from such funds will not constitute
voidable preferences.
• .
service of process in the United
States, and (iii) any judgment
on the Letter of Credit in the
United States would be recognized
and enforced in the courts of
such jurisdiction.
Transaction Costs
Transcripts
Bond Counsel must provide to the
Fund at least two days prior to
the purchase of the Bonds,
written statements covering (1)
any usury or other statutory
limitations on interest payments
and (2) the contractual maximum
and minimum limitations on
interest payable on the Bonds.
Legal expenses, including the
fees, charges and disbursements
of Battle, Fowler, Jaffin 6
Kheel, counsel to the Fund, and
other transaction costs relating
to the purchase of the Bonds will
be paid by the Borrower. The
fees of Battle, Fowler, Jaffin &
Kheel, are expected to average
$10,000 but may be greater or
less than this amount depending
on the time charged to a par-
ticular transaction.
Mond Counsel must deliver to
Battle, Fowler, Jaffin & Kheel,
two volumes of all closing
documents within 30 days of the
closing.
By:
Dated:
Exhibit C
COMPANY CERTIFICATE REGARDING
PAYMENT OF PREVAILING WAGES
(Oakwood Builders/C&T Glass Corporation Project)
The undersigned, Oakwood Builders & 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 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
mibreptebenLdLion or inaccuracy, might invalidate the proceedings
regarding the Oakwood Builders/C&T Glass Corporation 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.
OAKWOOD BUILDERS & ASSOCIATES, a
Michigan co-partnership
Its: Partner
•
Exhibit D
COMPANY CERTIFICATE REGARDING
TRANSFER OF EMPLOYMENT
(Oakwood Builders/C&T Glass Corporation Project)
The undersigned, Oakwood Builders & Associates, a
Michigan co-partnership (the "Company"), hereby certifies to The
Economic Development Corporaeion 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 misraprEEEntatinn or inaccuracy, might invalidate the
proceedings regarding the Oakwood Builders/C&T Glass Corporation
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.
S. 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 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.
I •
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.
OAKWOOD BUILDERS & ASSOCIATES, a
Michigan co-partnership
/Axi 4z/a,
Its: Partner
Dated: /154P_4 HX/61/-