HomeMy WebLinkAboutResolutions - 2014.04.17 - 21265MISCELLANEOUS RESOLUTION #14074 April 17, 2014
BY: PLANNING AND BUILDING COMMITTEE, JIM RUNESTAD, CHAIRPERSON
IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION RESOLUTION
APPROVING PROJECT PLAN (LAWRENCE TECHNOLOGICAL UNIVERSITY PROJECT) - CITY or
SOUTHFIELD
To Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS The Economic Development Corporation of the County of Oakland (the "EDC") has
recommended that the Board of Commissioners approve the Project Plan required by the Economic
Development Corporations Act (the "Act') for the captioned Project, a copy of which has been presented
to this meeting (the "Project Plan"); and
WHEREAS the EDC's recommendations to the Board of Commissioners were based upon its
determinations that the Project is reasonable and necessary to effectuate the purposes of the Act, that the
Project Plan satisfies all of the requirements of the Act regarding project plans and that a financial
institution acceptable to the EDC will be purchasing the bonds proposed to be issued by the EDC; and
WHEREAS the governing body of the City of Southfield, Oakland County, Michigan, has also
approved the Project Plan and given its consent to the exercise of jurisdiction over the Project by the EDC;
and
WHEREAS the Board of Commissioners has held a public hearing to consider whether the
Project Plan constitutes a public purpose as contemplated by the Act; and
WHEREAS the Board of Commissioners, following such public hearing and its review of the
Project Plan, hereby certifies, approves and concurs in the determinations of the EDC with respect
thereto.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
determines that the Project Plan constitutes a public purpose as contemplated by the Act.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby certifies
and approves the Project Plan.
BE IT FURTHER RESOLVED that the EDC is hereby authorized to take such steps as are
necessary to implement the Project and the financing thereof by the issuance of its limited obligation
revenue bonds as contemplated by the Project Plan.
BE IT FURTHER RESOLVED that the County Clerk is hereby directed to provide four certified
copies of this resolution to the Assistant Secretary of the Board of the EDC.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
PLANNING AND BUILDING COMMITTEE
PLANNING AND BUILDING COMMITTEE
Motion carried unanimously on a roll call vote.
PROJECT PLAN
SUMMARY DESCRIPTION OF
LAWRENCE TECHNOLOGICAL UNIVERSITY PROJECT
OWNER OF PROJECT:
Lawrence Technological University, a Michigan nonprofit corporation
CONTACT PERSON: (Name, address, telephone number)
Linda L. Height
Vice President Finance & Administration
Lawrence Technological University
21000W. Teri Mile Road
Southfield, MI 48075
248;-204-2159
24.204-2119 fax
height@ltu.edu
LOCATION OF PROJECT: (Local municipality)
Southfield, Michigan
PROJECT AREA/DISTRICT AREA: See Exhibit A — Legal Description Attached
NATURE OF PROJECT:
Construction and equipping of a new two-story, 150-bed, 53,500 square foot student housing
facility,
EMPLOYMENT CREATED OR RETAINED:
Two to three new permanent jobs expected to be created.
TOTAL PROJECT COST:
Maximum $12,000,000
BONDS TO BE ISSUED:
Maximum $12,000,000
BOND PURCHASER: PNC Bank, National Association
200293855.1
PROJECT PLAN CERTIFICAVON
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. 33S OP 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, 1F 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,
LAWRENCE TECHNOLOGICAL UNIVERSITY
EN
Liii4 L. IUg4t--
its: Viz Presi deni
Dated: 4 a /4
200205855,1
2
PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
LAWRENCE TECHNOLOGICAL UNIVERSITY 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:
See attached Exhibit A (legal description) and master plan drawing attached thereto.
IL 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:
The Project will be constructed on vacant land on the northeastern corner of the
University campus. See III, below for construction timeline.
IR . 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:
New student housing facilities to be located , on the northeastern corner of the University
campus, comprised of a two-story, 150-bed, 53,500 square foot building, with five Living pods on
each floor of the building; each pod will have 7 semi-private rooms and 1 private room, 4 baths,
1 kitchenette, 2 study rooms and 2 lounge areas. Common area will be 1 lounge/lobby, 2
conference rooms, 2 game rooms, 1 cafe/retail space, 8 laundries, 1 fitness center and 4 recycle
rooms.
Cost of construction, including site work, engineering and financing costs - $11,556,494
Construction to commence: April/May, 2014
Completion: July, 2015
3
200293855.1.
IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF
CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF EACH
STAGE:
See III. above
V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT
AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE:
Common areas for student use surround the building,
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 LETTER OF CREDIT OR
BOND PURCHASER'S COMMITMENT LETTER:
The Project will be financed through the purchase by PNC Bank, National Association,
of all of the bonds proposed -to be issued by the Economic Development Corporation,
A copy of the Bank's term sheet is attached as Exhibit B,
4
200293855,1
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 D
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:
Joseph Veryser, AIA
University Architect and Project Manager
Linda L. Height
Vice President Finance & Administration
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;
Lawrence Technological University will own the Project for the benefit of students
residing on campus.
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
5
200293855,1
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 HOUSING IN THE
COMMUNITY, AND THE ESTIMATED CAPACITY OF PRIVATE AND PUBLIC
HOUSING AVAILABLE TO DISPLACED FAMILIES AND INDIVIDUALS:
Not Applicable
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
6
200293855.1
Exhibit A
PROJECT AREA LEGAL DESCRIPTION
A-1
20029305,1
CLIENT:
LAWRENCE TECH, UNIVERSITY
Mao WEST TEN MILE RD
•SCLITHEIELD, MI 48075
t-
SALE 1"-‘-- 400' ,10.21 No: 2011086
DATE: 2-20-14 g DWG, No: 4 of 4
2430 Roche$1.or CL Suite 100.
Troy, 141 48083-1872
(248) Ba9-9090
LEGAL DESCRIPTIONS
COMeINED PARCEL
LEGAL DESCRIPTION COMBINED PARCEL
Land in part of the Southeast 1/4 of Section 22, Township 1 North, Range 10 East,
City of Southfield. Oakland County, Michigan; also land in part of the Southwest 1/4 of
said Section 22, being Lots 1 through 4 inclusive, and also Lots 23 through 27
inclusive of "Supervisor's Plot of M.J. Murphy Orchard Estates", as recorded in Liber 48,
Page 52 of Plets, Oakland County Records, being more particularly described as;
Commencing at the South 1/4 Corner of said Section 22:
thence NO2°47'50"E, 60.04 feet along the North—South 1/4 line of said Section 22 to
the north right—of—way line of 10 Mile Road (60' half width) and the POINT OF
BEGINNING;
thence along Said north right—of—way lino, N89 °14`40"W, 650.06 feet to the west line
of Lot 4 of the aforementioned Supervisor's Plat;
thence along said west line NO1'32 150"E, 386,00 feet to the North line of said Lot 4;
thence along the north line of Lot 4 and along the north line of Lot 5 S89 °14240"E,
166.10 feet to the west line of Lot 27;
thence along the west line of Lot 27 N01 °3250E, 399.01 feet to the easterly right of
way line of Circle Drive 60' wide);
thence along sold easterly right—of—way line the following four (4) courses:
1. S89°14'40"E, 52,26 feet;
2. 287.62 feet along the arc of a curve to the left, having a radius of 194.62 feet, a
central angle of 84°40'30", and a chord which bears N48°25'05"E 262.15 feet;
3. N06 °04'50"E, 250.00 feet;
4. 377.41 feet along the arc of a curve to the left, having a radius of 257,79 feet, a
central angle of 83 °52159", and a chord which bears 1\135°51 139"W 344.60 feet to
the west line of Lot 23;
thence olong said west line N12°11'40"E, 229.01 feet to the north line of the
aforementioned Supervisor's Plat of M.J. Murphy Orchard Estates;
thence elong said north line 889°14'35"E, 425.00 feet to the northeast corner of said
Supervisor's Plat, said corner lying on the North—South 1/4 line of Section 22;
thence along said North—South 1/4 line NO2°47 15011E, 572,09 feet to the southwesterly
right—of—way line of Northwestern HigrAway (M-10) (Variable width);
thence along said southwesterly right—of—way line 191.74 feet along the arc of a curve
to the right, having o radius of 3660.72 feet, a central angle of 03 °00'04", and a
chord which bears 544°32'48"E 191.72 feet;
thence continuing along said southwesterly right—of—way line S43 502'46"E, 2958.99 feet;
thence S23°48'35"W, 9,95 feet to the north right—of—way line of 10 Mile Road (60'
half width);
thence along said north right—of—way line N89°20 104"W, 2261.89 feet to the POINT OF
BEGINNING, containing 76:99 acres, more' or less.
PROFESSIONAL
ENGINEERING
ASSOCIATES
S:\YkOJECIS\2011 1,2011066 L1U Rtuuoni FloucIng-,P5\5URVEY-OEPT\ISOSEdatinowa,01()B8 PARCEL COLIEkehqg
S2364835W
9,95' -.`1
,\Q)
24-22-451-003
COMBINED PARCEL
(±76.99 ACRES)
EAST LINE 'SUPERVISOR'S 'i.: FIAT OF M.J. MURPHY
ORCHARD ESTATWii
:
! NO2°47'50"E
SOUTH 1/4
- CORNER
SECTION 22, T.1N., R.10E.
CENTER OF SECTION 22
R.I05.
FOE
COMBINEb
LOT 1
22.-37,
_cro
Vr"
0
OF CIRCLE LINE
:)
MOLE DRIVE
589°14'0
2620 101:441E 52. 264' 2 E.'
1 WEST LINE'
OF LOT 27
''sUPERVisORI§ Pt_AT
M.
MURPHY ORCHARD
ESTATE'S"
(L$ER. 48. PAGE. 52)
WEST LINE.
OF LOT 23
6 ›- (4zz sci. K1. n cc /
z
- X 4.)
3 16
z
377-005
•
-
24:4trAL
-C"I>21:COT
.4-1/2223.2;i—Ciaj LOT 4
NO) '32.50"E
LOT 366.00 LOT
6 I 6
N.
r
WEST LINE
OF LOT 4
NORTH LINE
OF LOTS 3
414
CIRCLE DRIVE 1
1 (so'WeE) J L,A
clu) AT, SOUTHWEST
CORNER
SECTION 22,
R-IDE.
(PER PLAT)
SKETCH OF DESCRIPTION
COMBINED PARCEL NOTE;
1, BEARINGS ARE BASED ON THE SOUTH LINE
OF THE SOUTHEAST 1/4 OF SECTION 22,
PER GYVE SURVEY RECORDED IN Li8ER 1899,
PACES 1-4. 0AKLANO COUNTY RECORDS.
2. SUPERVISOR'S PLAT OF M.,1 MURPHY
ORCHARD ESTATES WAS DRAWN PER RECORD
D[MENSIONS AND ROTATED TO THE NORTH—SOUTH QUARTER LINE OF SECTION
22, PER , THE AFOREMENTIONED SURVEY,
O ARO 267.62'
RADIUS 194.62'
DELTA r=. $440`30"
CHORD' . 262.15'
N4E125105"E
fr...31 ARC 377.41*-
RADIUS 257,79%
DELTA =, 83°52'594
CHORD 344.60'
CH. BRG,'. N35b51 1301'W
4.-
SOUTHEAST
CORNER
SECTION 22,
TAN., R.10E.
i-60.001
, 0 I N ..,0 I co
g.4
ion
CUENTI
LAWRENCE TECH. UNIVERSITY
21000 WEST TEN MILE RD
SOUTHFIELO, MI 48075 . .
ZOO
GRAPHIC SCALE
I
-= 400'
SCALE: 1"- 400' 00E3 No: 2011086
DATE i 2-20-14 'DWG, No; 3 of
PROFESSIONAL
ENGINEERING
ASSOCIATES
2430 Rochester CL Suite 150; Troy, KI 48083-1872
(248) 689-9090
5: \P110,11,DTS\2 11 Vril1O06 LIT Sk.mni lieuting-,FEI 1, SURVEY-DEPT \ 110eSEINON,dhvg1,1 S066 .PLARCrL Coma &si
Exhibit B
BOND PURCHASER'S COMMITMENT LETTER
B-1
200293855.1
ITS0011.1Y '0.4netiR
brand
P-NOtarik
171 'Artqnfpe Aveou0;1,i1Vtii,'
::CifflEi; (a l'op:1-.-135:63 ...,
V4g; (0'6) 77 T.8666' . .
February 27, 2014
Mrs. Linda Height
'Vice President of Finance and Administration
21311 Civic Center Dr.
Southfield,. MI 48075
Dear Linda:
PNC Bank, National Association (the 'Bank") Is pleased to make the f ollowing tax-exempt direct purchase
bond financing available to Lawrence Technological University (the "Borrower.
Terms not specifically covered or made definitive in tht .itrnekr iect to'iNiPla,groornent
between Bank and Borrower. This commitment will be .sObjebt.ig (4) the,attpched:terms a nd conditions,
which supersede all prior oral or written understanding between Berk anti:8671'6rd With iiidttf tb. the
transaction provided for herein and (b) documentation satisfaclety iri-Aorm and COni.entto,te: Oa* and Its
legal counsel.
if this commitment Is accepted by Borrower but not consummated, this commitment, at Bank's option,
may be considered canceled. Borrower will still be liable for such out of pocket expenses incurred by
Bank, Including fees and expenses of Bank counsel, in preparation for the closing, as mutually agreed
upon heroin.
Third parties should in no way rely on this letter and Bank is not liable for any actions taken by a third
party because of their reliance on this letter,
Please indicate acceptance of the stated terms of this commitment by executing this letter and returning
the same to us on or before March 13, 2014. if acceptance Is not received by this date, this commitment
will be considered canceled and void. Any revisions to this commitment letter must be approved by Bank
In writing. Closing of this commitment Is to take place no later than May 30, 2014.
Thank you for your consideration and we took forward to continuing to be of service.
Sincerely,
Timothy B. Bennett
Senior Vice President
jayvroribo.,
BY 'C
TITLE
DATE .3
. . .1,, • • ••,,_ •-• • • The undersigned hereby accepts the feregoing.:obaffnliment,iropl,PNC Bank National Association and the
terns and conditions set forth hereln,.thiS:5:41 day.df .1146-cyP:._,„ 2014.
Summary of 'terms and Conditions Direct Purchase Facility
PNO Bank, National Association is pleased to provide the following credit facility commitment to
the Lawrence Technological University subject to the terms and conditions herein arid In the
attached cover letter.
SI4MMAIIV biztBIIMS CONEIDITiONg
DiFIECT.PLIFICHASF OF TAX-EXEMPT riptim
February 27, 2014
Borrower
Purchasing Bank
Credit Facility
77.6rtp
gandivtiitaiiN
•Wrroortization
Purpose
Securitv/Collateral
Lawrence Technological University (the "Borrower").
PNC Bank, National Association rPNC" or the "Bank").
A single registered non-bank qualified, tax-exempt bond in the principal
amount of up to approximately $12,000,000 (the "Bondi for direct purchase
by the Bank.
Up to Seven (7) years from closing.
biTiary 1,0-j44Frorn1hat.1* natu.diy (Or'' the r5ciiii :APPrbkinfatelY401e6r
Amortizatiort:(2/1,120$4). with intereSt..only foriupto bikr .Year0, fbilowed
0,06r.e -Or 'principal, paYtfieria... The BOO Will have a Wr4paroyhd:Oebt service:
gtitlaara whereby the annuI plIcipat p.eyrronta 15,P tower
4:011.11'0.10.$igrow.oes outstanding OD-cfab(10.0d..'off th:FY 20`18::
The Bank will hold an optional tender (put) exercisable on 180 days prior
written notice during the final year of the seven year term. Thereafter, the
Bank may exercise the put during the final year of any extended term.
Bond proceeds will be used to a) finance the cost of construction and
equipping a new on-campus 151-bed student housing facility (the "Project"),
b) fund Interest during construction, arid c) to pay costs of issuance, if
desired. Project completion and occupancy Is expected to occur by August
1,2015,
Security and collateral required are summarized below;
pricing
Gross Revenue Pledge and a negative pledge on all campus buildings,
property and other assets with certain permitted encumbrances as set forth
in existing financing documents.
Obligations under Loan Agreement and related Bond Documents and under
any interest rate management agreement are on parity with all outstanding
bonded indebtedness and any other Indebtedness incurred or to be Incurred
by the Borrower.
Cross-defaulted with all other obligations of .indebtedness of the Borrower,
Variable Rate: A tax-eempt variable fully floating rate of interest per annum equal to the
sto .or M Op Bank's One-Month LIBOFI Rate or Daily LIBOR Rate, as
appribabie mditiplied by 70% (the "Contract Rate") plus (y) the interest rate
00rElEtd POr.:priqing grid below, floating. (As of February 27, 2014, the
intileativelleatirtg rate Would be 1.73% for the seven-year term).
This Summary of Terms and Conditions is confident/at and not for distributiom
PNC
Summary of Terms and Conditions Direct Purchase F:acifity
Bond Pricing:*
7-Year Term
+182 bps
"Interest rate spread above Bank's Contract Rate.
. . . .
Thabeee priein .g te.the mairilenaride.:et a '3013? Sedi ypoblid:
1Irig:.asillgried to the BarbWer4The ,:interPet tateeWill be deere.aeed.'by.1.0'
basis POInta pet entente per notafT.ypgradO, which includes meditief, (+A)
ehnges If the Borrower Is upgraded abOva."888-'..k 66 basis pairite..par
.anpumI66reaseln pricing will occur if the, Borrower Is downgraded le.B13e,
The flifereSI rate will be Increased by 100 .basle!poinfo.per annum should the
rating be withdrawn or :suspended fer'fany.repeok other than or non credit
related roasops ft rating of b.F1 or lower from S&P is cOnsidOed an ;ay ant::of
default consistent With existing bank credit exposure.
The Interest rate on the Bond will be increased to the Default Rate (defined
below) upon the occurrence of an Event of Default.
Fixed Rate: All-in fixed rate at the time of closing would be based on the variable (70% of
One Month LIBOR) to fixed rate swap for the maturity selected below plus
the interest rate spread for the option selected above.
Following are Indicative swap and all-in fixed rates as of February 27, 2014,
subject to firm quotes, for a 70% of One Month LIBOR to fixed rate swap,
based on the notional amount of approximately $12 million, current BBB-
rating and the proposed am ertization as described above:
20-Year Swap (cancelable at 7 years)
Swap Rate: 2.45%
All-In-Fixed Rate: 4.07%
Commitment Fee
Interest Accrual
Default Rate
The long-dated maturity swap is subjeot to further credit discussion, and
approval.
A fee of 10 basis points payable at closing.
Interest shall be computed for the actual number of days elapsed, using a
360-day-year basis, shall accrue from date al Closing and shall be payable
monthly.
Subsequent to an Event of Default, outstanding Bond amounts shall bear
interest at PNC's Base Rate plus 3%.
:uf*Ppe Rate' shelf, aliyapi for ariY day,:a'fructuatro'se annain rate of
equal fo"stha,h4fiest of,(i) the interest rete per annene ,eneapneed from lime to
hole by the bait at'As.Pftyclpal Offfeee:aaftelken Frikna. Rate, the Federal
'Funds Open Rate plus 0:50% :and (ill) the Sten .af the Otreitthel, Rata plus
1,09% ,e6 Icing as the port traa Rate: 'offered fs .a aseartal eable, and not
.UnlaWful. Interest on Base 19.010: borrowings is calculated on an actual 360
day basis and Is payable monthly. II and when the Base Rate (or any
component thereof) changes, the rate of interest with respect to any amounts
hereunder to which the Base Rate applies will change automatically without
notice to the Borrower, effective on the date of arty such change.
This Summary of Terms and Conditions Is confidential and not for distribution.
PNC
2
Summary of Terms and Conditions Direct Purchase Facility
Reduired Interest
Rate Hedging
Break Funding
Payments end
Increased Costs
•:Ekfhter, oM11. hedge 10046.: of tile 'ya6ble iitarest rte, On tOp •WOO' i*
fljrttE1ñing aft fa.tatest I-.01,f • hedge .contract.•With e Bank or finandial
tsti,iglonS:approved. by and With documentation acceptable to the Bank all
ipon'.ferms,arid• subject to iandliGUarilitintis as shall be •acdentatile Vithe
-Bank. Ail payments and security t,fri4lat theinto0.4 f:gfa heclge%hPntrazt, if
:Ohtelied• Into With. another Ylnaricif ii ltulloti1 0i6.11 b subordlitalod 10.416.
Bank. The terms of the assignment of any or all of the right, title, and interest
In such Interest rate hedge must be acceptable to the Bank,
Break Funding Payments
In the event the Bank shall Incur any loss, cost, or expense (including,
iyitithopt. limitation; 'az* 1.0ts). pciA or 65;oefiee Incurred thf,etigh . the ,60ft
.stie6e6dIfid .interest payment date b teCson of ftf ItOillOatiorror
irieeMployMerit . Of deposits or other rigto* acquired'. or opniracted to be
PPepltet71: :by tile. Bank to Rurohaae or hOld . the Bend or the telendirigr...or
..relitiesting..of:Such dopbsh..edthahlaids ,a..4n101.1nt,patd.Ww0W0,10:014:
Ratik) es 64.6sOlt Of any re00-fTIPtic* of the Bond on a date ether than en Iotost paYrriYq•geltq.fOr,.;•apy reason, whether before or after :defna and
Whether or not such 'payment IS reqolted,by ...any.prayltlen:.olthAgl.seement
Ille:Indbnru're,:thatiT064 the demand of SOO Bank, Ile Borrower shall pay
to the Bank .a redemption premium in such amount s will rf:dirog..14Sa,. the Bank tor such lçs , cost, Or .agpense, If the BariK]requests::auchir redemption
premium, it :Shall .proVide to. the BorroWer a certificate setting forth the
computation of the Ihs.s.,..reclati.:Pc expense giving rise to the request for such
redemption :pyathrum .th reasonable detail and such certificate shall be
conclusive If f,iaasonably.tietennined,
Increased Costs
(a) If any Change in Law (as defined In the Appendix) shall:
(I) impose, modify or deem applicable, any reserve, special deposit
or similar requirement against assets of, deposits with or for the
account of, or credit extended by, the Bank -, or
impose : On the; Beiik any other ;O:060.1tifn't affecting the
di100.1163tro the BOntl 'MOO'by the Bni,. and the result of any- of:thefpregoIng shall be •toIlnci ,eaSe.:the OO'Sgle
the Barg.; of maldng or Maintaining the 166WeviOehbed:by ...the Bopd
Or 16 increase the 'Or tOx.reilobs:.•the„AttiOtihf, pt•atty 40.71 riPP•Olved,;:
or receivable by the Bank (whether of principal, Interest or
otherwise), then, upon request of the Bank, the Borrower will pay to
the Bank such additional amount or amounts as will compensate the
Bank for such additional costs incurred or reduction suffered,
. . . , .() tf thitt Banl(detenineallait itiY ,Ottango.thlaw'rPg0any.om*
requIrmentshasa would ths:effooVof rOcif4P1rWhe rate of relurwon
lhe:.aefhls.!S gpliel or:go the 'capital: prf the Bankia:boldingi company;it any,è
..a•consequenceof.tha agreement or the'lOan..tividenced,'bOne,86hd.tO.:0.
lolbelOW1hat Whibh 'the, Banktf? the 13erNe holtitno ooingarjvcot.ild:figvo..
..a61116yed bird tor such C.114,n-op In lAw..(ta490.1.h. to:000970Po the. Banks
'14.kips with.re.V .:1to capital adegtiacy),.thenfrathltrhe to time the
Botrbwer will past...te the .BahIc; suOh:tddittoti.Aciarnotlnt.OfarnmAntA,:.a.P. will
..cOriipen-Site,th 6 -Behk•orth6 Banklaheldihg!cornpany'tor.any.such:reduction
suffered.
This Summary of Terms and Conditions Is confidential and not for distribution.
PN C
3
Covenants
Summary of Terms and Conditions Direct Pumhase.Facility
(o) A ceritifithie ethfe.Bank Setting:WM thO.WO4n1 or amounts necessary
to compenoto jtoAolcor:Its,WcilnapoTpany,..a0he. case may be as
specified In paragraph (a) or (46f this Section Shalt be delivered to the
Borrowerand_Shall b ConeltISIVO absent' fittinifeSt efrOr. The Borrower shall
pay the Bank the amount shown as due on any such certificate within 30
days after receipt thereof, Any amounts paid by the Borrower to the Bank
pursuant to this provision shall not constitute Interest on the Bond.
:COT Relittro. an delay on the part erthe ,BanictO dm and
:Pasha:op.:to this Septionshall'hotoonStifule.:a.'Walve.r.'et the Bank's fight to
demand such compenSattanprOvIded that the Borrower Oialt.fricitt-Je.required .
to compensate the Bank.puret:tantIO:this'section for any increased costs or
xottudow incurred more than 270 days prior to the date that the Bank
notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of the Bank's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 270-day period referred
to above shall be extended to Include the period of retroactive effect thereof.
(e) Notwithstanding the foregoing, the Bank shalt not seek compensation for,
and the Borrower shall not be liable for, any cost, reduction or payment
described in this provision to the extent such cost, reduction or payment is
already reflected in the pricing of the Agreement or the Bonds In a manner
that can be Isolated and identified.
CuStornary "affirrnative add negative, covenants:for trusni gings.cithin nadre,
Th Facility will Incorporate by reference any cOveilants.. contained In the
Trust Indenture .(711!), the 'Lean Agreement and other 1:eiated :OOtid
docoi'nente, and said covenants and.prieions will be deemed to be for the
benefit Of the Bank Any amendment or waiver o..1 Said provisions will crequire
the consent of the Bank.
Uth;l6ty 4 i1.0 :1c0r iarilat "oo.V66611* Ail" lin&hdfal
P:OVer1011.1P'Will be tested semiannually as of June 30' and December 31, Th e'
booOrribar 31 'covenant ezilbtiratians.;Wil Ni;daterMined:based on intern*
0.613afed Interim financial stet:erne:MS, Tile Borrower will each Sarni -
annual covenant pernplionee:caiquiallens and management certiflOatient
Debt Service Coverage
Rat/a':Maintain at all times its Debt Service Coverage Ratio not less than 1.25 to
1.00
'11:febi Sierviee'Ciiveracle tqa,ttlY: DIEratk$ the -qt#C410( of 'tote Not Revenue in
gin: 006060-A1V8' tea, .qu..arter • period divided by 'Total Debt Service
.'RQqQ1ITQmPnte.:d6ting6idt) Ottidet,adjUSfedtpartertyld.takeintO geobrit.:;tile
'f6idialori Of the 'onuel. prinPipil,otiOntOt:Ost..000t.,erviPq payments Ori the
Computer Capital Leases .' from the computation of Total Debt Service
Igogqlret:Rilts-r. 1.?.o,W! on certification provided . by the Utiivisily to the Beni(
that it holds atieti turida] in OatlitinveStMents on fts bat ence 090 4c),Qovt
the annual Computer Cip.ttAt LeAw..paytpents!dyp, with a update-ct
such status, which IlclQdaa;t1lEtratilpiint.'nf such payitents and total amount
of such Computer Capital Leases outstanding.
This Summary of Terms and Conditions is confidential and not for distribution.
-1NC
4
Summary of Terms and Conditions Direct Purchase Facility
Capitalized terms in the definition of Debt Service Coverage Ratio above
shall have the meanings as sot forth in Exhibit A to Amendment to Loan
Docurnents dated February 28, 2013.
Unrestricted Liquid Assets: Not leas than $5,500,000
Definition: "Unrestricted Liquid Assets" - means cash, cash equivalents and
readily marketable securities that are not subject to any restriction by a donor
or other third person on their application or use, have not been irrevocably
dedicated or allocated to a specific purpose or use, and are readily available
for payment of the obligations.
Ratio of Total Liabilities to
Tangible Net Assets;
Tangible Unrestricted Net
Assets:
Expendable Resources
To Debt
Minimum Rating:
Not to exceed 1.75 times Tangible Net Assets.
Definition: Total Liabilities divided by Tangible Net Assets (total net assets
net of intangible assets) as set forth in the financial statements of the
University, prepared in accordance with GAAP.
Tangible Unrestricted Net Assets not less than $25,000,000.
Definition: 11an'giblie Unrestricted Net Assets' - of the University means, for
;obi/. .Pertbde IfIii-estricted Net Assets of the University as set forth in the
-linanarstatement.s of the University prepared in accordance with GAAP
consistently applied, less Intangibles as set forth in the financial statements
of the University prepared in accordance with GAAP consistently applied."
Minimum Expendable Resources to Debt of not less than 25%.
Definition: Unrestricted net assets plus temporarily restricted assets of the
Borrower minus (net property plant arid equipment minus outstanding long-
term debt) divided by outstanding long-term debt.
Maintain a minimum long term rating of not less than BB-F,
Additional Indebtedness
Limitation: Sogri:*(er:rnay:riii:)1. lhairIndeltai6ere.rtir:.ibbribWiad,lf.ndriey in excess of $5
millidn'in• the 40gi*Jete'elLiktianding orany: time' :-,("AcicAtpnal indebtedness"),
including 41.1-.00tfoutor fillareng, .wpout the.,pricar. written consent of the
Bei* ot Rorrpwer Oust ilayc. "xp...oridOlifo:'F40§Dtitheslo_ Pro Forma Debt of
greater than or equal to 75%,
Expenses All .Opellsqp.,InpprrO pet& b"Y; thG,'Ll.PrroW6f:. TifeSe',
rnciude but are not liniitedtb,'Ides.66oXponsep of legal counsel .(trisid0 arid
and hy Oiler .eXp,enpps in.tl.afereneirte structuring, :dctimenth
010010,AbnitgriN'grenferci:ng the Bond, and shall be Jayable at tlosirid, or
citilpfvOsg. my:demand, Pttyrrterlf by ,BOrreMer of e0eriSes detbrib'ed RioVe!
,$11.411; net b ohtinerir LiPeri.•111'e ,o1ds1,n0ci The ,$phd. Leal
-bxlisiVe of a bY:'0$ PleOget$ ',:related,to: 11101,, it.,rquired ,
will rnga from:$20:„0011- ,p5,90,(1. bet not to qxqupd $25000 aSSUming rib.
major rvlioni to the :Bank.':deorinenta b tilk .BOIYONIC/OVSdouei pr1$00.g_.]:,,
counsel:
This Summary Of Terms and Conditions is confidential and not for distribution.
5
Summery of Term and Conditions Direct Purchase Facility
General Contractor
Protect Budget
General Contractors) for site work and construction of the Project ((he
"General Contractor") shall be acceptable to PNC.
Total contingencies for hard and soft costs shall be in an amount acceptable
to PNC, but in any event, shall not be less than 5% of total development costs
(excluding land). The General Contractor's fee and general conditions shall
be paid in proportion to the amount of the general contract completed.
Representations
And Warranties, The Borrower shall make representations and warranties standard for this
type of transaction, in form and substance satisfactory to the Bank including,
but not be limited to, corporate existence, compliance with laws, tax exempt
status, enforceability, no material litigation, ERISA compliance, insurance,
with absence of default, anti-terrorism, anti-money laundering and Patriot Act
laws, requirements and covenants, and absence of material adverse change
and compliance.
Conditions Precedent Customary for financings of this nature and consistent with the Trust
Indenture and Loan Agreement and other bond documents including the
following, in form and substance satisfactory to the Bank:
1) Completion of the Bank's due diligence regarding the Borrower and
purchasing card implementation.
2) Documentation in form and substance datiSfactory to the Bank including
without limitation, documentation prepared by Bank's counsel, such
documents that may be required to be prepared by bond counsel, and
opinions of bond counsel and such other legal opinions as are deemed
necessary by the Bank or are customary for transactions of this type.
3) Satisfactory review of underlying bond documents and Trust Indenture or
other bond documentation.
4) Closing certificate as to accuracy of Representations and Warranties,
compliance with covenants and absence of Event of Default or Potential
Event of Default.
5) Delivery of opinions of counsel.
6) Certified authorizing resolutions, incumbency certificate and Bylaws of
the Borrower.
7) A bring down of. representations and warranties from the Bond
documents, and receipt of a statement as to compliance with all
covenants arid of no event of default.
8) Certified copies of relevant ordinances, resolutions, agreements,
contracts, or certificates,
0) Trustee(s) satisfactory to the Bank.
10) No material adverse change.
11) No material litigation.
12) Payment of all fees and expenses subject to reimbursement.
This Summary of Terms and Conditions is confidential and not for distribution.
NC
6
Sum:nary of Terrns and Conditions Direct Purchase Facility
Renorfino
Requirements
Events of Default
13) Affirmation of a long-term rating of BBB- from S&P giving effect to the
new debt for the Project,
14) A. guaranteed maximum prioeilump sum general contract and other
major construction-related contracts satisfactory to PNC and its counsel.
15) Satisfactory review by PNC of the specifications, construction schedule,
Budget and management of the Project,
16) The Borrower will agree to select the Bank as the provider of (I)
meaningful treasury management products and services, (e.g.
purchasing card, merchant services, University Banking services) and
other traditional banking products and services (e.g. itwestmen1
management): and implement such products and services by June 30,
2014 and (ii) certain other products and services identified by the
Borrower within a reasonable period of time, as mutually acceptable to
the Borrower and the Bank, and will be maintained while the Bond is
outstanding.
Other conditions precedent as appropriate for transactions of this nature.
Customary for financings of this nature, The Bond will Incorporate by
reference any reporting requirements contained in the Trust Indenture and
other related Bond Documents and said reporting requirements and
provisions will be deemed to be for the benefit of the Bank.
1) GLfarttairly Flrojeel update report prepared by construction manager or a
party'•acceptable' to the Bank within 50 days of quarter end In form and
4ul?ste.nce satisfactory to the Bank. Upon receipt by Bank of the
Certificate of Occupancy described in (2) below in this section, quarterly
Project update reports will no longer be required to be delivered to the
Bank.
2) A copy of the Certificate of•Ocoupancy to , be delivered to the Bank upon
completion of the Project,
3) Annual audited consolidated and consolidating financial statements of
the Borrower within 150 days of year end.
4) Quarterly consolidated unaudited financial statements of the Borrower
within 60 days of quarter end
5) Covenant compliance certificates, including calculations to be certified by
an authorized representative of the Borrower.
6) Annual budgets of the Borrower no later than 30 days after fiscal year
end.
Customary for financings of this nature and consistent with the Trust
indenture, the Loan Agreement related Bond Documents, and the
Reimbursement Agreement including, but not limited to the following, in form
and substance satisfactory to the Bank, with such cure periods as agreed
upon between the parties:
This Summary of Terms end Conditions is confidential and not for distribution.
ofa. I 'NC
7
Summary of Terms and Conditions Direct Purchase F'actitty
Participations
Documentation
1) Payment default.
2) Breach of Representations or Warranties,
8) Violation of covenant(s),
4) Bankruptcy, insolvency.
5) Cross default to other debt Including the Bond documents.
6) Any condition which results in the acceleration of other Indebtedness of
the Borrower,
7) Adverse judgments of minimum amount of $2,000,000 (which amount Is
not indisputably covered by Insurance).
8) Default under other Indebtedness andtor other agreements for borrowed
money with a minimum amount of $500,000.
Bank Oil be' perMitted to: ri*k prticipaie a:portion of, the Bond. In the event
the Bank elects to risk participate 'a portion :Of the :Bend exposure any
participations and particiPaiien will be subj@otc.thorpprisOnt ,0 the Borrower,
which ,cotie0t:of tF.re„ Borrower .shall pot to.'bo unreasonably withheld. There
shall be no other cost to the Borrower. The Borrower shall deal only with the
Bank.
Bond documents in I orm and substance satisfactory to the Bank must be
executed and delivered containing: repregentatlOhs, warranties, covenants,
indemnifies, conditions to iendln aynts Of default and other provisions as
are appropriate In the Bank's opinion.and.specified by the Bank.
Varnum FlIddering Howlett & Schmidt (Bill Dombos).
State of Michigan. Consent to Michigan Jurisdiction, Waiver of jury trial.
Bank Counsel
Governing Law
This Summary of Terms and Conditions Is confidentiaf and not for distrIbutiOn.
PNC
8
Summary a Terms and Conditions Direct Purchase Facility
APPENDIX — DAILY LIBOR RATE, ONE MONTH LIBOR RATE AND OTHER SELECTED DEFINITIONS
A, For the purpose of defining "Daily LIBOR Rate" the following provisions and definitions shall apply:
Interest on this Bond shall be paid monthly in arrears, at maturity, and on demand thereafter. The Daily
LIBOR Rate shall be adjusted automatically at the end of each Banking Day during the term hereof based
on changes In the Daily LIBOR Rate without notice to the Borrower. "Banking Day" means any day (other
than any Saturday, Sunday or legal holiday) on which the Bank's banking office is open to the public for
carrying out substantially all of its banking functions.
"Daily LIBOR Rate" shall mean, for any day, the rate per annum determined by the Bank by dividing (A)
the Published Rate by (B) a number equal to 1.00 minus the percentage prescribed by the Federal
Reserve for determining the maximum reserve requirements with respect to any eurocurrency fundings by
banks on such day.
"Federal Funds Open Rate" shall mean, for any day, the rate per annum (based on a year of 380 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc.
(or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption "OPEN"
(or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the Bank (an
"Alternate Source") (or If such rate for such day does not appear on the Bloomberg Screen BTMM (or any
substitute screen) or on any Alternate Source, or If there shall at any time, for any reason, no longer exist a
Bloomberg Screen BTMM (or any substitute screen) or any Alternate , Source, a comparable replacement rate determined by the Bank at such time (which determination shall be conclusive absent manifest error);
provided however, that if such day is not a Banking Day, the Federal Funds Open Rate for such day shall
be the "open" rate on the immediately preceding Banking Day. The rate of Interest charged shall be
adjusted as ni each Banking Day based on changes in the Federal Funds Open Rate without notice to the
Borrower,
"Prime Rate" shall mean the rate publicly announced by the Bank from time to time as its prime rate, The
Prime Rate is determined from time to time by the Bank as a means of pricing some loans to its borrowers.
The Prime Rate Is not tied to any external rate of interest or index, and does not necessarily reflect the lowest rate of interest actually charged by the Bank to any particular class or category of customers,
"Published Rate" shall mean the rate of Interest published each Banking Day In the Wall Street Journal
"Money Rates" listing under the caption "London Interbank Offered Rates" for a one month period (or, if no
such rate is published therein for any reason, then the Published Rate shall be the eurodollar rate for a
one month period as published in another publication selected by the Bank).
LIBOR Unavallable/Unascertalnable. In addition, if, after the date of this Band, the Bank shall determine
(which determination shall be final and conclusive) that any enactment, promulgation or adoption of or any
change in any applicable law, rule or regulation, or any change in the interpretation or administration
thereof by a governinental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Bank with any guideline, request or directive (whether or not
having the force of law) of any such authority, central banivor comparable agency shall make it unlawful or
impossible for the Bank to make or maintain or fund loans based on the Daily LIBOR Rate, the Bank shall
notify the Borrower, Upon receipt of such notice, until the Bank notifies the Borrower that the
circumstances giving rise to such determination no longer apply, the interest rate on all amounts
outstanding under this Bond shell be the Base Rate.
"If the Bank determines (which determination shall be final and conclusive) that, by reason of
circumstances affecting the eurodollar market generally, deposits in dollars (in the applicable amounts) are
not being offered to banks In a eurodollar market for the selected term, or adequate means do not exist for
ascertaining the Daily LIBOR Rate, then the Bank shall give notice thereof to the Borrower. Thereafter, until the Bank notifies the Borrower thal the circumstances giving rise to such suspension no longer exist,
the Interest rate for all amounts outstanding under the Bond shall be equal to the Base Rate,
This Summary of Terms and Conditions is confidential and no for distribution.
PNC
9
Summary of Terms and Conditions Direct Purchase Facility
B. For the purpose of defining "One Month LIBOR Rate" the following terms and definitions shall
have the following meanings:
"Business Day" shall mean any day other than a Saturday or Sunday or a legal holiday on which
commercial banks are authorized or required by law to be closed for business in New York, New
York.
"LIBOR" shall mean, for each Reset Date, the interest rate per annum determined by the Bank by
dividing (I) the rate which appears on the Bloomberg Pao BBAM1 (aeon SUe.11 other substitute
Bloomberg page that displays rates at which US dollar :depoalts are Offered by leading banks in
the London interbank deposit market), or the rate which is quoted by .another.souecie selected by
the Bank which has been approved by the British Barikete Assoclatlop ae an authorized
information vendor for the purpose of displaying rates at which US dollar deposits are offered by
leading banks In the London interbank deposit market (an 'Alternate Source"), at approximately
11:00 a.m., London time, two (2) Business Days prior to such Reset Date, as the one (1) month
London interbank offered rate for U.S. Dollars commencing on such Reset Date (or if there shall
at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or
any Alternate Source, e comparable replacement rate determined by the Bank at such time
(which determination shall be conclusive absent manifest error)), by (ii) a number equal to 1.00
minus the LIBOR Reserve Percentage.
"LIBOR .Reserve Percentage" shall mean the maximum effective percentage in effect on such
day as prescribed by the Board of Governors of the Federal Reserve System (or any successor)
for determining the reserve requirements (including, without limitation, supplemental, marginal
and emergency reserve requirements) with respect to eurocurrenoy funding (currently referred to
as "Eurocurrency liabilities").
"Reset Date" shall mean (I) the date of the Bond, and (II) subject to the proviso below, the first
day of every month thereafter, provided that: (a) if any such day is not a Business Day, then the
first succeeding day that is a Business Day shall Instead apply, unless that day falls in the next
succeeding calendar month, In which case the next preceding day that is a Business Day shall
instead apply, and (b) if any such day is a day of a calendar month for which there Is no
numerically corresponding day in certain other months (each, a "Non-Conforming Month"), then
any Reset Date that falls within a Non-Conforming Month shall be the last day of such Non-
Conforming Month,
LIBOR shall be adjusted on and as of (a) each Reset Date, and (b) the effective date of any change in the
LIBOR Reserve Percentage. The Bank shall give prompt notice to the Borrower of LIBOR as determined
or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.
If the Bank determines (which determination shall be final and conclusive) that, by reason of
circumstances affecting the eurodollar market generally, deposits In dollars (in the applicable amounts)
are not being offered to banks in the eurodollar market for the selected term, or adequate means do not
exist for ascertaining LIBOR, then -the Bank shall give notice thereof to the Borrower. Thereafter, until the
Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (a) the
availability of LIBOR shall be suspended, and (b) the interest rate for all amounts outstanding under the
Bond shall be converted on the next succeeding Reset Date to a rate of interest per annum equal to (A)
Seventy Percent (70%) of the Prime Rate (the "Alternate Rate"), For purposes hereof, the term "Prime
Rate" shall mean the rate publicly announced by the Bank from time to time as its prime rate. The Prime
Rate is determined from time to time by the Bank as a means of pricing some loans to Its borrowers. The
Prime Fiate Is not tied to any external rate of interest or index, and does not necessarily reflect the lowest
rate of, interest actually charged by the Bank to any particular class or category of customers. If and when
the Prime Rate changes, the rate of interest with respect to any amounts hereunder to which the
Alternate Rate applies will change automatically without notice to the Borrower, effective on the date of
any such change. In addition, if, alter the date of the Bond, the Bank shall determine (which
determination shall be final and conclusive) that any enactment, promulgation or adoption of or any
change In any applicable law, rule or regulation, or any change in the interpretation or administration
This Summery of Terms and Conditions is confidential and not for distribution.
10
Summary of. Terms and Conditions Direct Purchase Facility
thereof by a governmental authority, central bank or comparable agency charged with the Interpretation
or administration thereof, or compliance by the Bank with any guideline, request or directive (whether or
not having the force of law) of any such authority, central bank or comparable agency shall make it
unlawful or Impossible for the Bank to make or maintain or fund loans based on LIBOR, the Bank shall
notify the Borrower. Upon receipt of such notice, until the Bank notifies the Borrower that the
circumstances giving rise to such determination no longer apply, (a) the availability of LIBOR shall be
suspended, and (b) the interest rate on all amounts outstanding under the Loan shall be converted to the
Alternate Rate either (i) on the nest succeeding Reset Date if the Bank may lawfully continue to maintain
or fund loans based on LIBOR to such day, or (II) immediately If the Bank may not lawfully continue to
maintain or fund loans based on LIBOR.
C, For the purpose of defining 'Change in Law":
"Change In Law" means the occurrence, after the date of the agreement, of any of the following:
(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) the enactment of any
change in any law, rule, regulation or treaty, or any published change in the administration,
interpretation or application thereof by any governmental authority, or (o) the making or Issuance
of any published request, guideline or directive (whether or not having the force of law) by any
governmental authority, provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
"Change In Law," regardless of the date enacted, adopted or Issued,
This Summary of Terms and Condit/ens Is confidential and not for distribution.
PN C
11
r
.'
.... is
Its: Vice President Finance &itifininiatrafion
By.1
Lls
:Li 116. Height
C-I
Exhibit C
COMPANY CERTIFICATE REGARDING
TRANSFER OF EMPLOYMENT
(Lawrence Technological 'University Project)
The undersigned, Lawrence Technological University, a Michigan nonprofit corporation
(the "Company"), hereby certifies to The Economic Development Corporation of the County of
Oakland (the "EDC") as follows:
I. 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.
V0i15.0y:44401cdOspiit iiii4ertificate will be employed by the EDC as
4I1e sole_ basis,,foctive EDO's certification to the' Board of Commissioners of the County of
trank1Ci7'ot eMACYrnal..*:te4hifed by 'section 8(3) of the Economic Development
Corporattons ActJUA lo 3B 0.r :the lvliehigsn Publi`e. Acts of 1974, as amended (the "Act").
4§nlparty inidel*rttik that itm K5be.Y§:Itft td: 1$'0411 ,ttfr
:,:titaxtil*Tiets 'of ilip:tonittY, Of i5aldand is 'it sitittitt*TetinksActit *OW, if "iniptopot1y..made
any tileetiamistegOsbntatitip or . tiniccitracy, might invalidate the *act ctling,':
.4Nait4ing the, Lravonc6.-reobnolb4ictil ljtiivershy.11toICot;(the'`.Ti tija.dr).-p*su":' to which the
EDC expects iiiiiintilelY40 esue its limited abljgati.OTiacoornit. ileveicpmcnt revenue bonds to
finance all or part of the Project.
4, As of the date hereof, the Project shall not haye...:tlip 4,ffect bf transfe.Tritg
employment of more than 20 full-time persons from a municipality (its tanti is defined in the
Act) Of this State to Southfield, Michigan, the municipality* whjoh the Priijeet iill be located.
5. 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 ED C for the benefit of the Project.
LAWRENCE TECHNOLOGICAL UNIVERSITY
Dated:.. 4 gli9
20293855,T
By: rs.r.t-7--7/.4„
liht'clat, Height
Its: Vice President Finance' i; Mininietrail on,
Exhibit D
COMPANY CERTIFICATE REGARDING
PAYMENT OF PREVAILING WAGES
(Lawrence Technological University Project)
The undersigned, Lawrence Technological University, a Michigan nonprofit corporation
(the "Company"), hereby certifies to The Economic Development Corporation of the County of
Oakland (the "EDC") as follows:
I. The Company understands that this Certificate is a statutory requirement under
the Economic Development Corporations Act, Act No. 358 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 Lawrence Technological
'University 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.
2. Within the meaning and intent of Suction 8(4)(h) of the Act, to the best of the
knowledge and belief of the undersigned, 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.
LAWRENCE TECI-INOLOGICAL UNIVERSITY
Dated ,%....W,29/zy
D-1
2002938S5, I
Resolution #14074 April 17, 2014
Moved by Crawford supported by Zack the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
Discussion followed.
Vote on amended Consent Agenda:
AYES: Dwyer, Gershenson, Gingen, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis,
Middleton, Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic,
Crawford. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on April 17, 2014,
with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 17th day of April 2014.
Lisa Brown, Oakland County