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HomeMy WebLinkAboutResolutions - 1995.03.22 - 24526PLANNING AND B.3.11,.LDING.00)1MITTBE MISCELLANEOUS RESOLUTION #95079 March 23, 1995 BY: PLANNING AND BUILDING COMMITTEE CHARLES E. PALMER, CHAIRPERSON IN RE: DEVELOPMENT AND PLANNING DIVISION RESOLUTION APPROVING PROJECT PLAN (MARTIN LUTHER MEMORIAL HOME PROJECT) - CITY OF SOUTH LYON To the 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 "Ace") for the captioned Project, a copy of which has been presented to this meeting the "Project Plan"); and WHEREAS The EDC has recommended that the Board of Commissioners approve an interlocal agreement between the EDC and the Economic Development Corporation of Ingham County, a copy of the form of which agreement is attached to the Project Plan (the "Interlocal Agreement"); 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 and that the Project Plan satisfies all of the requirements of the Ace regarding project plans; and WHEREAS the governing body of the City of South Lyon, 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 Company has requested that the Board of Commissioners approve the Project Plan with an amendment increasing the project costs and bonds to be issued to $850,000 to include additional costs already described as part of the project and a portion of a possible debt service reserve fund for the bonds, which amendment the Board finds reasonable; and WHEREAS on March 23, 1995, the Board of Commissioners held a public hearing to consider whether the Project Plan, including the Interlacal Agreement, 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, concurs in the determination of the EDC with respect thereto; NOW THEREFORE BE IT RESOLVED that the Project Plan is hereby amended to increase project costs and bonds to be issued to $850,000 and as so amended the Project Plan is hereby determined to constitute a public purpose as contemplated by the Act and is hereby approved; and BE IT FURTHER RESOLVED that the EOC is hereby authorized to take such steps as are necessary to implement the Project and the financing thereof by the execution of the Interlocal Agreement; and BE 17 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 EDG. Chairperson, on behalf of the PLANNING AND BUILDING COMMITTEE, I move the adoption of the foregoing resolution. 1XHIBIT A THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND Oakland County, Michigan Martin Luther Memorial Home Project PROJECT PLAN CONTENTS 1. Summary Description of Project (Page 2) 2. Project Plan Certification by Company (Page 3) 3. Statutorily Required Information (Page 4) 4. Exhibits ▪ - Project Area Legal Description ▪ - Project Description ▪ - Bond Purchaser's Commitment Letter ▪ - Company Certificate Regarding "Prevailing Wages' "E" - Company Certificate Regarding Transfer of Employment "F" Interlocal Agreement (RLS/5887) PROJECT PLAN SUMMARY DESCRIPTION OF MARTIN LUTHER MEMORIAL HOME PROJECT OWNER OF PROJECT: Martin Luther Memorial Home, Inc, a Michigan nonprofit corporation. CONTACT PERSON: (Name, address, telephone number) Les R. Stauske President and CEO Martin Luther Memorial Home, Inc. 5075 Willoughby Road Holt, Michigan 48842 (517) 394-6564 LOCATION OF PROJECT: (Local municipality) City of South Lyon, Oakland County, Michigan. PROJECT AREA/DISTRICT AREA: See Exhibit A. NATURE OF PROJECT: Refinancing of renovation and expansion of existing skilled nursing home facility. EMPLOYMENT CREATED OR RETAINED: 7 full time equivalent (FTE) positions created by renovation and expansion. 66 FTE retained. TOTAL PROJECT COST: $500,000. BONDS TO BE ISSUED: For South Lyon Project, $500,000. BOND PURCHASER: William Blair and Company 222 West Adams Street Chicago, Illinois 60606 Attn: Christine Evans Kelly DATE AND EXPIRATION DATE OF BOND PURCHASE COMMITMENT: November 3, 1994 No stated expiration. -1- THIS PROJECT PLAN WAS PREPARED FOR THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND IN ACCORDANCE WITH THE REQUIREMENTS OF THE ECONOMIC DEVELOPMENT CORPORATIONS ACT, ACT NO. 338 OF THE MICHIGAN PUBLIC ACTS OF 1974, AS AMENDED. THE UNDERSIGNED HAS PROVIDED ALL OF THE INFORMATION CONTAINED HEREIN AND HEREBY CERTIFIES AS TO THE ACCURACY AND VALIDITY OF SUCH INFORMATION AS OF THIS DATE. THE UNDERSIGNED UNDERSTANDS THAT THIS PROJECT PLAN IS STATUTORILY REQUIRED AND, IF IT CONTAINS ANY MATERIAL MISREPRESENTATION OR INACCURACY, COULD RESULT IN THE INVALIDATION OF THE ECONOMIC DEVELOPMENT CORPORATION PROCEEDINGS REGARDING THE PROJECT TO WHICH THE PROJECT PLAN PERTAINS. Martin Luther Memorial Home, Inc. By: Its: President and CEO Dated: 1995 PROJECT PLAN STATUTORILY REQUIRED INFORMATION REGARDING MARTIN LUTHER MEMORIAL HOME 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: There are no existing streets or public facilities within the Project District Area. Martin Luther Memorial Home, Inc., owns and operates a skilled nursing home facility within the Project Area. There is no other use now existing or proposed for the Project Area. The Project consists of refinancing the renovation and expansion of the current facilities. See Exhibit A for detail (which is an excerpt from the project's Certificate of Need application). 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: Construction of the Project was completed August 1993. 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: See response to Question II. VII. A DESCRIPTION OF DESIRED ZONING CHANGES AND CHANGES IN STREET, STREET LEVELS, INTERSECTIONS AND UTILITIES: None needed or desired. VIII. A DESCRIPTION OF THE PROPOSED METHOD OF FINANCING THE PROJECT, INCLUDING ATTACHMENT OF A COPY OF THE BOND PURCHASER'S COMMITMENT LETTER: The Project will be financed through the issuance of tax-exempt bonds by the Economic Development Corporation of the County of Ingham pursuant to an interlocal agreement in the form attached as Exhibit F. The bonds will be underwritten by William Blair & Company, Chicago, Illinois. They will be secured by a letter of credit. The bonds are presently anticipated to be issued on or about April 1, 1995. Copy of bond purchaser's commitment letter attached as Exhibit C. 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): J. See Exhibit D. .1* IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF EACH STAGE: See response to Question IT. V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE: NONE. 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. X. A LIST OF PERSONS WHO WILL MANAGE OR BE ASSOCIATED WITH THE MANAGEMENT OF THE PROJECT FOR A PERIOD OF NOT LESS THAN I (ONE) YEAR FROM THE DATE OF APPROVAL OF THE PROJECT PLAN: Martin Luther Memorial Home, Inc., is the corporate entity that has and will manage the project. Les R. Stauske is the President and CEO of Martin Luther Memorial Home, David M. Hautamaki is the administrator of the South Lyon facility. 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: Project will remain the property of Martin Luther Memorial Home, Inc., and will not be sold, leased or conveyed. 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 -6- 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. Except for residents of the nursing home project, people presently reside in the Project Area, no families or individuals were or will be displaced by the Project, and no residences are located in the Project Area. XIV. A PLAN FOR ESTABLISHING PRIORITY FOR THE RELOCATION OF PERSONS DISPLACED BY THE PROJECT IN NEW HOUSING IN THE PROJECT AREA: Not applicable. XV. PROVISION FOR THE COSTS OF RELOCATING PERSONS DISPLACED BY THE PROJECT AND FINANCIAL ASSISTANCE AND REIMBURSEMENT OF EXPENSES, INCLUDING LITIGATION EXPENSES AND EXPENSES INCIDENT TO THE TRANSFER OF TITLE, IN ACCORDANCE WITH THE STANDARDS AND PROVISIONS OF THE FEDERAL UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES ACT OF 1970, 42 U.S.C. 4601 TO 4655: Not applicable. XVI. A PLAN FOR COMPLIANCE WITH ACT NO. 227 OF THE MICHIGAN PUBLIC ACTS OF 1972, WHICH PERTAINS TO PROVIDING FINANCIAL ASSISTANCE, ADVISORY SERVICES AND REIMBURSEMENT OF CERTAIN EXPENSES TO DISPLACED PERSONS: Not applicable. XVII. OTHER MATERIAL AS THE ECONOMIC DEVELOPMENT CORPORATION, LOCAL PUBLIC AGENCY, OR GOVERNING BODY CONSIDERS PERTINENT: Not applicable. EXHIBIT A DESCRIPTION OF PROJECT AREA MARTIN LUTHER MEMORIAL HOME, INC. SOUTH LYON PROJECT The project area is on the site of the Martin Luther Memorial Home, 307 Elm Place, South Lyon, Michigan 48178. The legal description of the site is as follows: Lot 11, Block 2, and Lots 4, 5, 6, 7, and 8, Block 3 Mary Letts and Albert E. Letts Addition to the Village (now City) of South Lyon, Oakland County, Michigan, according to the Plat thereof as recorded in Liber 1, Page 43 of Plats, Oakland County Records, excepting therefrom lands within right of way of Michigan Air Line Railroad, and Lot 18 (eighteen) Assessor's Plat No. 3, City of South Lyon, Oakland County, Michigan, also described as land beginning at a point 45 516th rods east and 50 rods south of the stake at the northwest corner of Section 29, Township of Lyon, Town 1 North, Range 7 East, Oakland County, Michigan, thence South to a point in the north and west boundry line of the right-of-way of Michigan Air Line Railway, which right-of-way is described as a strip of land 100 feet wide, that is to say, lying 50 feet wide on each side of the centerline of the railway as located, thence northeasterly along the north and west boundry of the said right-of-way to a point in the southerly boundry line of Lot 5 of Block 3 of said Letts Addition, thence westerly along the southerly boundry line of Lots 5, 6, 7, and 8 of Block 3 of said Letts Addition, and along the extension of said southerly boundry line to the point of beginning. EXHIBIT B ;PROJECT DeSCRIPTION Narrative Project Description Provide a comprehensive, concise narrative of the physical elements of this project. Use building names, floor numbers and wings, room numbers and types, and numbers of patient accommodations. Indicate which services will be located in areas of new construction or renovation. Please do not attempt to justify the project in this section. Section 4.00, Need/Justification, is the appropriate place to address those issues. Response should be complete on this form. (I) CORRECTION OF PHYSICAL PLANT DEFICIENCIES The following work is proposed: a) Convert two bedrooms in "C" wing to lounge/dining space, Open to corridor and add skylight. b) Expand lounge/dining space located near existing nursing station. c) Add toilet adjacent to central bathing area. d) Convert one or more public toilets to handicapped. e) Cover all exposed masonry block walls with vinyl wallcovering and texture-paint exposed ceilings. Replace ceiling tile as needed. . f) Replace all doors and hardware. g) Replace most light fixtures. h) Replace floor finishes with carpet or vinyl. i) Paint metal roof and exterior concrete panels. j) Replace windows with energy efficient ones. k) Add air conditioning in corridors, lounges and offices. 1) Replace boiler. m) Increase electrical service. (2) REORIENTATION OF ENTRANCE AND LOBBY/RECEPTION It is possible and desirable to orient the entrance and lobby/reception of the facility to the by-pass road that is proposed to be built over the old rail- road right-of-way to the east. A circular drive approach can be connected to the new road and a new visitors parking area provided. A canopy would lead from the drive to a new lobby which would be added between the "C" and "0" wings. Two existing bedrooms in the "D" wing would be converted to administrative offices and a new business office would be part of the addition. 7-150-G-3.30 12/01185 Page 1 of : vrcu,JLCT DESCRIPTION (2) REORIENTATION OF ENTRANCE AND LOBBY/RECEPTION (continued) A service drive could be brought from the by-pass road to the existing parking area to the west and a defined truck delivery area would be constructed. The present lobby and administrative offices which.would be vacated could be used to group patient activity areas together and to increase them in size (physical therapy, crafts and beauty-barber shop). There would also be room for a modest kitchen expansion in this area. The present location of the physical therapy could be used to create an adequate receiving and holding area near the service entrance. (3) CONVERSION OF HOME FOR AGED BEDS TO NURSING HOME BEDS . A new nursing station with attendant utility rooms and bath facilities could be constructed in the area where the existing crafts room is located. Provision of additional lounge/dining space in the "C" wing has already been discussed above. EXHIBIT C Rige;x 4 For70047 121 5.i cair4r, tfaivass mow November 3, 1994 Mr. Les It. Stauske President and Chief Executive Officer Martin Luther Memorial Home 5075 Willoughby Road Hoh, Michigan 48842 Re: Martin Lather Memorial Rome Tax-Exempt Reveane Bond bane Dear Les: This letter (the "Agreement') constitutes an amount by Martin Luther Memorial Home (the *Corporation") to retain William Blair * Company ("Blair' or the 'Underwriter") to provide investment banking services SA exclusive Underwriter relating to the preparation for and public offerings of one or more issues of tax-exempt revenue bonds (the "Bonds') for the Corporation, as agreed by the Underwriter and the Corporation. I. The Underwriter aye= to structure and to sell the Bonds on a mutually agreed timetable In the amount of approximately $10 to $20 million, or any pester or lesser amount mutually agreed upon. U. Other terms and conditions relating to the Bonds are as follows: A. The Bonds will be a direct obligation of the Corporative. B. The Bonds will have a final maturity no greater than thirty-five (33) years. C. Redemption of the Bonds by the Corporation will be negotiated. Possible redemption provisions are (I) that redemption may occur with no pinery if the Bonds are in a Weakly or Monthly variable rate mode or (ii) if the Bonds are in a long-term fixed-rate mode, no calls of the Bonds for the first ten (10) years, and thereafter with a declining premium. D. The Underwriter agrees to work with the Corporation to structure the underlying documentation, which documentation will include provisions for redemption and securiry and may include provisions for additional debt and parity obligations as well as provisions for refinancing the obligations issued thereunder. A2,1A/6= ARV 90/N*0 TET6r,-&-LTS; 01 C-1 '00 8 JivIE wm 6C6J TZ:9T S65'; -E0 E. The Underwriter agrees that it will diligently attempt to bring the Bonds to market at such time as the Corporation shall specify. The Underwriter may form a selling syndicate or selling group to market the Bonds. F. The Corporation and the Underwriter agree that the Underwriter's Disco ues for successful rusticating of the Bonds and *toeing of the Bonds issue shall be equal to the great of S100,000 or a pereentap of the per amount of the Bonds issued based oaths schedule below, Posofts o ?Tr Afters of A. them& Hoo•Crodiambusee, FlooNtaio kid boo (Opdoo 11 WC Prapoosi) 14014 Cooili4kieested. rboolitas Bog (OpSao U de WOG Repaid) IA% Loist.or•Credit Deese hturd+lotle Dowse Boor &PO (Optics Ur la WIC Propossi) LAO% O. The Corporation epees to pay for expenses including reasonable attoeneys' fees (including bond counsel. bonower'u counsel, credit enhancer counsel, Underwriter's counsel, blue sky fees, filing fees, etc.), printing, trustee, paying agent, registrar and tenet: agent fees, cost of a feasibility study, and taxing agency fees. In the event that the Beads contemplated herein are not issurahr any reason whatsoever. the Corporation will be mawd to pay all reasonable attorneys' foes (Winding bond otemsel, bcerowvr's counsel, credit enhancer counsel, Underwriter's counsel, blue sky fees, etc), Feinting eons, cost of a feasibility study, rating agency fees, Underwriter's earns%) other expenses incurred by the financing participants IA developing this financing, and all termination expenses and fees provided for herein. • H. The Bonds will bear interest at rates determined by market conditions existing at the date of offering of the issue, subject to the approval of such interest rates and conditions by the Corporation. Although at this time the Underwriter believes it is in the best interest of the Corporation to sell the Bonds with a maturity not creeeding 35 years, the Underwriter and the Corporation reserve the tight to sell the Bonds with different maturities and upon different conditions than is presently contemplated. If k is In the mutual agreertient of both partiee to do so. L The Underwriter's eagagement hereunder may be terminated by either the Corporation or the Underwriter upon thirty (30) dos written notice to the other petty; provided, however, that (a) no such termination shall affect the Underwriter's right to fees and expense reimbursement under Section 11(F) or Section 11 (0) hereof or the indemnification contemplated by Section IV hereof and (b) If the Corporation shell finance the proposed project within twenty-four months following such termination in a transaction which includes any party which the Underwriter has contacted in connection with the Bonds or with which the Corporation has directly or indirectly held discussions prior to such terminstion, which such party was introduced to the Corporation by the Underwriter, then the Underwriter shall be entitled to the total Underwriter Pee oontempleted by Section It (F) hereof. Upon termination of this Agmernent, the Uruiorwriter agrees to provide a list to a party designated by the Corporation .of -2- '0: • -Wklia "141 WOWA TZ:91 Se6:-CO-Ntr 90•Tird 15:ExPLE1TS: 01 the lenders the Undmwriter has contacted. III. The Underwriter's obligation to use its best efforts to sell the Bonds shall be subject to the satisfaction of the following conditions: A. A definitive Foram' Cootract to be agreed upon by the Underwriter and the Corpceation. B. In the event the Bonds are issued as teXiocanpt hoods, the unqualified opinion of a nationally recognized bond counsel that the itIttneit on the Bonds is exempt from Federal Juane taxation. C. ma unqualified opinion of counsel that the Beads are duly issued under appropriate Federal and State securities laws and is otherwise in conformance with other laws and codes, as applicable. D. The opinion of Underwrites counsel that the offering of the Bonds is exempt from registration under the Securities Act of 1933 and that no indeentre is required to be qualified under the Trust Indenture Act of 1939 in connection with the Bonds, E. Approval of the form and substance of the documents in connection with,the issuance of the Bonds by the Underwriter and by Underwriter's counsel. F. None of the following wets shall occur: (i) legislation shall be enacted subsequent to the date of this Agreement, or actively considered for enamment, or a court decision announced, or a ruling, regulation or decision by or on behalf of a governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the revenues or other income of the general character to be derived by the Issuer or by any similar body, or interest on obligations of the mend character of the Bonds shall not be exempt from federal income taxes, as applicable, or that securities of the general character of the Bonds shall not be exempt from registration under the Socuridee Act of 1933, or that the Indenture pursuant to which the Bonds are to be issued shall not be exempt from qualification under the This Indenture Act of 1939; (II) there shall have occurred any outbreak of hostilities or other national or international calamity or Wilk, the effect of such outhrealr, calamity or crisis on the fbsancial markets of the United Stem of America being such, as in the opinion of the Underwriter, as would make it impracticable for the Underwriter to sell the Bonds; (iii) there shall be in force a general suspension of trading on the New Yeti( Stock Exchange, or any other major United States stock exchange, or minimum or maximum prices for trading shall have been fixed and be in force; (iv) in the judgment of the Underwriter, the market price of the Bonds, or the market price generally of obligations of the merel character of the Bonds, might be adversely affected because: (a) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, or (b) the New York Stock Exchange or other national SCCUTitiCS exchange, or any governmental authority, shall impose, as to the Bonds or similar obligations, any material tfttrictions not now in force, or increase materially those now in force, -3- 90/PO'd T6'1617.5LTS-; '00 S 4 1 sla 'wm I.0 U:9T S66T-CO-Wr with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (v) a general banking moratorium shall have been declared by either Federal, Illinois, New York, or Michigan authorities having jurisdiction, and shell be In force; or (vi) the Corporetion or any affiliate entity shall be insolvent or in default under any debt inatrummt. O. In the judgment of the Underwriter and Underwriter's counsel, after due inquiry, tag shall not have occurred any material adverse change in the affairs or financial condition of the Corporation or its affiliates since December 31, 1993 =met as previously disclosed to the Underwrita or contained in aldited or unteudiexi financial statement' of the Corporation or its Mimes and acceptable to the Underwriter. IV. Indemnification A. The Corporation will indemnify and hold harmless the Underwriter against any Iona, claims, damages or liabilities, joint or several, to which the Underwriter may become subject, insofar as such looms, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue asuman or alleged untrue statement of a material fact contained in any offering document, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged emission to state therein a mewls' fact required to be stated therein or necessary to make the statements therein not misleading, and will reirnbteme the Underwitar for any legal or other expenses reasonably incurred by the Underwriter in connection with investigating or denuding any such action or claim; provided, however, that the Corporation shall not be liable in any such case to the extent that any such Lou, claim, damage or liability arises out of or Is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any offering document or any such amendment or supplement in reliance upon and in conformity with written information ihrnished to the Corporation by the Underwriter expressly for use therein. But, under all circumstances, the Corporation is responsible for the mdt, accuracy and completeness of all information on the Corporation. B. The Underwriter will indemnify and hold harmless the Corporation against any losses, claims, damages or liabilities to which the Commotion may become subject, insofar as such losses, claims, damage* or liabilities (or actions in respect temp arise out of or are based upon an untrue statement or alleged untrue tenement of a materiel fact contained in any offering document, or any amendment or supplement thereto, or arise out of or are hued upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not mislesding„ in each case to the extent, but only to the extent, that such untrue statement or alleged untrue stauxment or omission or alleged omission yen made in any offering document or any such amendment of supplement in reliance upon and in conformity with written Information furnished to the Corporation by the Underwriter, expressly for use therein, and will reimburse the Corporation for any legal or other expenses reasonably incurred by the Corporation in connection with investigating or defending any such action or claim. But, under all GirVAMISMICOS, the Corporation is responsible for the truth, accuracy and completeness of all information on this. 90/SO'cJ 16I6t,c,2L:LT 01 J121 6 'wn L.JaN u:s; DATE: I ifkr By: Las R. Stauske President and Chief Executive Officer 9a'd ldlOi Corporation. C. If for any reason the foregoing indemnification is unavailable to the Underwriter or is insufficient to hold it harmless, then the Corporation shall contribute to the amount paid or payable by the Underwriter as a result of such loss in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Underwriter on the other hand but also the relative fault of the Corporation and the Underwriter, as well as any relevant equitable considers:km D. Tbe reirnbunement, indemnity and contribution obligations of the Corporation hereunder shall be in addition to any liability which the Corporation may otherwise have If these terms are satisfactory, please sign three copies and MUM two copies to the Underwriter. WILLIAM BLAIR & COMPANY DATE: /I I By Christine Evar.Kelly Farmer -5- Or 90/90'd T6:6PL2LTST 01 '00 2 ...1 1vIGf1 WObJ 22:9T S56:-E@-}NV: Exhibit D COMPANY CERTIFICATE REGARDING PAYMENT OF PREVAILING WAGES (Martin Luther Memorial Home Project) The undersigned, Martin Luther Memorial Home, Inc., a Michigan nonprofit corporation (the "Company"), hereby certifies to The Economic Development Corporation of the County of Oakland (the "EDC") as follows: 1. This Certificate is made and based upon the best of the Company's knowledge and belief, only after thorough investigation and discussion with all owners of the Company and others who might have knowledge regarding the subject matter. 2. The Company understands that this Certificate is a statutory requirement under the Economic Development Corporations Act, Act No. 338 of the Michigan Public Acts of 1974, as amended (the "Act") which, if improperly made or based upon any material misrepresentation or inaccuracy, might invalidate the proceedings regarding the Martin Luther Memorial Home Project (the "Project") pursuant to which the EDC and the EDC of Ingham County expect ultimately to issue 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. Martin Luther Memorial Home, Inc., a Michigan nonprofit corporation By : I • n•n Its: President and CEO Dated: , 1995 Exhibit k COMPANY CERTIFICATE REGARDING TRANSFER OF EMPLOYMENT (Martin Luther Memorial Home Project) The undersigned, Martin Luther Memorial Home, Inc., a Michigan nonprofit corporation (the "Company"), hereby certifies to The Economic Development Corporation of the County of Oakland (the "EDC") as follows: 1. This Certificate is made and based upon the best of the Company's knowledge and belief, only after thorough investigation and discussion with all owners of the Company and others who might have knowledge regarding the subject matter. 2. The Company acknowledges that this Certificate will be employed by the EDC as the sole basis for the EDC's certification to the Board of Commissioners of the County of Oakland as to transfer of employment as required by Section 8(3) of the Economic Development Corporations Act, Act No. 338 of the Michigan Public Acts of 1974, as amended, (the "Act"). 3. The Company understands that the EDC's Certification to the Board of Commissioners of the County of Oakland is a statutory requirement which, if improperly made or based upon any material misrepresentation or inaccuracy, might invalidate the proceedings regarding the Martin Luther Memorial Home Project (the "Project") pursuant to which the EDC and the EDC of Ingham County expect ultimately to issue 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 the City of South Lyon, Michigan, the municipality in which the Project will be located. 5. The Company agrees that during the life of the bonds proposed to be issued by the EDC to finance the costs of the Project for the Company, the Company will not permit a lease or sublease in connection with the Project which would have the effect of transferring, as to such lease, sublease or group of leases or subleases which are interrelated (i.e. "interrelated" means leases negotiated as part of one set of negotiations or leases with lessees who are related by more than 50% common ownership), employment of more than 20 E-1 full-time persons from a municipality of this State to the City of South Lyon. 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. 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 of Ingham County for the benefit of the Project. Martin Luther Memorial Home, Inc., a Michigan nonprofit corporation By: Its: President and CEO Dated: l 1995 1984T0RIELLI Exhibit F INTERLOCAL AGREEMENT THIS AGREEMENT is made this day of , 1995, by and between the ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND AND THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF INGHAM. RECITALS WHEREAS, The Economic Development Corporation of the County of Oakland (the "Oakland County EDC") is undertaking a Local Project for Martin Luther Memorial Homes, Inc.; and WHEREAS, the Local Project is part of a Combined Project for Martin Luther Memorial Homes, Inc., portions of which are located in the County of Ingham, the City of South Lyon in Oakland County and the Charter Township of Saginaw, Michigan and include new construction and the refinancing of certain of the existing facilities located within the fnrpripqrrihpd governmental units; and WHEREAS, the Oakland County EDC and the economic development corporations in each of the other aforedescribed counties, city and township could individually issue revenue bonds in order to provide funds for the various components of the Combined Project; and WHEREAS, the Company has been advised that there will be cdthsi-antial savings in issuance costs if the Economic Development Corporation of the County of Ingham (the "Ingham County EDC") issued bonds for the Combined Project; and WHEREAS, Section 6 of Act 338, Michigan Public Acts of 1974, as Amended ("Act 338"), provides that more than one economic development corporation may join or cooperate in a project or act together in coordinating more than one project; and WHEREAS, the County Commission of the County of Oakland has conducted a public hearing and approved a project plan pursuant to the provisions of Act 338 which would provide for issuance of bonds for the Combined Project by the Ingham County EDC, including that portion of the Combined Project located in the City of South Lyon; and WHEREAS, Act 7, Michigan Public Acts of 1967 (Ex Sess)("Act 7") permits a public agency to exercise jointly with any other public agency any power, privilege or authority which such agencies share in common and which each might exercise separately; and WHEREAS, the Oakland County EDC and the Ingham County EDC wish to provide for the issuance of bonds by the Ingham County EDC for the portion of the Combined Project located in the City of South Lyon and more particularly described on Exhibit A attached hereto and made a part hereof as part of an issue of bonds for the entire Combined Project: NOW THEREFORE, pursuant to the authority contained in the Michigan Public Acts recited above and in consideration of the mutual covenants and conditions contained in this Agreement, it is hereby agreed by and between the parties hereto as follows: ARTICLE I DEFINITIONS SECTION 1.1, Certain Definitions. For purposes of this Agreement, each of the following words and expressions, whenever initially capita1i7ed, shall have the meaning set forth in this section: A. "ACT 7" shall mean the Urban Cooperation Act of 1967, Public Act 7 of 1967 (Ex Sess), as amended (MCL 124.501 gI seq; MSA 5.4088(1) gI seq). B. "ACT 338" shall mean the Economic Development Corporation Act, Public Act 338 of 1974, as amended (MCL 125.1601 II seq; MSA 5.3520 C. "Agreement" shall mean this Agreement by and between the Oakland County EDC and the Ingham County EDC. D. "Bonds" shall mean the series of bonds issued by the Ingham County EDC on behalf of Martin Luther Memorial Homes, Inc. E. "Combined Project" shall mean the projects being performed in the County of Ingham. the City of South Lyon and the Charter Township of Saginaw, Michigan. F. "Company" shall mean Martin Luther Memorial Homes, Inc., a Michigan nonprofit corporation. G. "Ingham County EDC" shall mean the Economic Development Corporation of the County of Ingham organized under Act 338. H. "Local Project" shall mean the project being performed in the City of South Lyon, Michigan. 2 . I. "Oakland County EDC" shall mean The Economic Development corpnration of the County of Oakland organized under Act 338. J. "Project Plan" shall mean that information and those requirements for the Local Project as set forth in section 8 of Act 338. SECTION 1.2. Captions. The captions and headings used in this Agreement are for convenience only and shall not be used in construing the provisions of this Agreement. SECTION 1.3. iumber an1 Gender. The use of any gender in this Agreement shall be deemed to be or include the other genders, including neuter, and the use of the singular shall be deemed to include the plural (and vice versa) wherever applicable. ARTICLE II PURPOSE AND ADMINISTRATION OF AGREEMENT SECTION 2.1. Purnnacb and Method by Which Purpose Will be Accomplished. This Agreement is being entered into for the purpose of providing for the issuance of limited obligation revenue bonds by the Ingham County EDC which would otherwise be issued by the Oakland County EDC for that portion of the Combined Project described on Exhibit A attached hereto as the Local Project. The Ingham County EDC will exercise the power of the Oakland County EDC under Section 7 of Act 338 to borrow money and issue revenue bonds in order to make a loan to the Company for the Local Project. The Ingham County EDC will accomplish the purpose of this Agreement by including amounts for the Local Project in the series of Bonds which it is issuing for the benefit of the Company under Act 338 for the Combined Project. SECTION 2.2. AdminiRtration of Aureement: Issuance of Bonds. This Agreement will be administered in its entirety by the Ingham County EDC. The Oakland County EDC will provide certified copies of all proceedings and undertaken by it and by the City of South Lyon in connection with approval of the Project Plan. All other services required for performance of this Agreement will be provided by the Ingham County EDC. In connection therewith, the Ingham County EDC will do the following: Upon approval of execution of this Agreement by the County Commissioner's of Ingham County, Michigan, the Ingham County EDC will take all steps necessary to issue Bonds, a portion of the proceeds of which will be used to make a loan to the Company to pay the costs of the Local Project. The amount 3 e of such costs to be funded with proceeds of the Bonds shall be an amount equal to the amount specified by the Company for the Local Project and in any event, shall not exceed the amount described on Exhibit A attached hereto. In the event that the Company declines to request or the Ingham County EDC shall otherwise decline to make such loan to it for the Local Project at the time the Bonds are issued. then this Agreement shall terminate and the parties shall have no further rights or responsibilities hereunder. ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES SECTION 3.1. mutual_ covenants. Representations. and Warranties. The Oakland County EDC and the Ingham County EDC each covenant, represent, warrant and agree to or with each other, as applicable, that: A. Organization and Authority. It has and will continue to have full power and authority to enter into this Agreement and perform its obligations hereunder. B. Validity of this Agreement. This Agreement has been duly authorized, executed and delivered, and constitutes a legal and binding agreement, enforceable in accordance with its terms. Entry into and performance under this Agreement is not now and will not be restricted or prohibited by any charter, statute, by-law, judgment, decree, rule, regulation, indenture, mortgage, contract or agreement of any kind applicable to it. C. Litigation or Other Proceedings. There is no existing or threatened litigation or other proceeding which will have a material adverse effect upon its ability to perform its obligations under this Agreement. D. Allocation of Bond Issue. For purposed of qualification as a small issuer as defined by Section 265(b)(3) of the Internal Revenue Code, relating to "bank qualified" bonds, the parties irrevocably agree that a $2.1 million portion of the face amount of the Bonds will be allocated to the Saginaw Charter Township Economic Development Corporation, a $500,000 portion of the face amount of the Bonds will be allocated to The Economic Development Corporatinn of Oakland County and the remainder of the face amount of the Bonds will be allocated to The Economic Development Corporation of Ingham County. 4 ARTICLE IV APPROVAL AND PUBLIC HEARINGS SECTION 4.1. Approval and Public Hearings. The Oakland County EDC and the Ingham County EDC have obtained the approval of the governing municipality in their respective jurisdictions after the governing municipality conducted a public hearing within its jurisdiction upon the terms of this Agreement. Before executing this Agreement, the governing municipality conducted a public hearing which was preceded by notice complying with the requirements of Section 17 of Act 338. The Oakland County EDC and has obtained the approval of the Project Plan and the consent to the exercise of jurisdiction by the Oakland County EDC from the local municipality in which the Local Project is located. ARTICLE V PAYMENT OF COSTS SECTION 5.1. pKnvision For Payment of Costs. Personnel. All costs of the Oakland County EDC and the Ingham County EDC in connection with entering into and administering the Agreement and issuance of the Bonds will be paid from proceeds of the Bonds, or in the event such proceeds will not be sufficient to pay the foregoing costs, the Company will pay such costs pursuant to an agreement between the Ingham County EDC and the Company. No public funds will be expended to pay such costs. Ingham County EDC personnel will provide all services required in connection with issuance of the Bonds; no officers or staff of the Oakland County EDC will be required for administration of this Agreement. The parties hereby agree, pursuant to Section 6 of Act 7 that as between the parties to this Agreement, there shall be a mutual exchange of services without payment of any contribution other than those services. SECTION 5.2. A11ncation of Revenues: Bonds As Limited Obligations. It is anticipated that the Company will (i) pay to the Oakland County EDC all fees and expenses of the Oakland County EDC in connection with approval of this Agreement and the Project Plan to which it relates and (ii) pay to the Ingham County EDC (a) all fees and expenses of the Ingham County EDC in connection with this Agreement and issuance of the Bonds and (b) all loan repayments necessary to make payments of principal of and interest on the Bonds and all other expenses in connection with the Bonds and the Combined Project which the Ingham County EDC may incur. 5 The Oakland County EDC and the Ingham County EDC hereby deem the foregoing allocation of revenues to be on an equitable basis taking into consideration the efforts to be expended by each party in connection with execution and ariminictrarion of this Agreement. The Bonds and the interest obligation thereon shall never constitute a general obligation of the Ingham County EDC, the Oakland County EDC, the City of South Lyon, Michigan, the Charter Township of Delhi, Michigan, the County of Ingham, Michigan, the County of Oakland, Michigan, or the State of Michigan within the meaning of any constitution, statutory or charter provision or limitation and shall never constitute nor give rise to a charge against the taxing powers of the City of South Lyon, the Charter Township of Delhi, Oakland County, Ingham County or the State of Michigan, but shall be a limited obligation of the Ingham County EDC payable solely from the security for the Bonds. SECTION 5.3. Loan Repayments. The Ingham County EDC shall provide in a loan agreement with the Company for all loan repayments necessary to provide for payment of principal of and interest on the Bonds to be paid directly to the Ingham County EDC or a trustee designated by the Ingham County EDC. ARTICLE VI INGHAM COUNTY EDC RESPONSIBILITIES SECTION 6.1. Further Contracts: Purchase. The Ingham County EDC will enter into all contracts and agreements necessary to carry out the purposes of this Agreement pursuant to the provisions of Act 338. All purchases required to carry out the purposes of this Agreement shall be made by the Ingham County EDC and reimbursed by the Company. SECTION 6.2. Liability. The Ingham County EDC shall require the Company to indemnify the Oakland County EDC, the City of South Lyon. the Charter Township of Delhi, Oakland County, Ingham County, Michigan and the Ingham County EDC against all liability which may be incurred through the performance of this Agreement and to defend any such actions. SECTION 6.3. ninputeR: Failure to Receive Revenues. The Oakland County EDC shall have no cause of action against the Ingham County EDC in the event the Bonds are not issued or funds are not allocated to the Local Project. The Oakland County EDC and the Ingham County EDC each agree that each shall look solely 6 di do to the Company for payment of any costs or expenses associated with this Agreement and shall have no cause of action against each other for such payment. SECTION 6.4. Audits: Annual Reports. The only audit required under this Agreement shall be the annual audit of the Ingham County EDC, No further reporting shall be required hereunder, ARTICLE VII GENERAL PROVISIONS SECTION 7.1. Duration: Method of Termination. Unless terminated in accordance with Section 2.2 of this Agreement, this Agreement will remain in effect for as long as the Bonds remain outstanding. SECTION 7.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. SECTION 7.3. Entire Agreement/Amendment. This Agreement constitutes the entire agreement and understanding between the parties and cannot be amended, waived or modified unless the parties so agree in writing. SECTION 7.4. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. SECTION 7.5. Notices. All notices and statements to be given under this Agreement shall be given in writing, delivered by hand. telegram, facsimile, overnight express or similar service, or first class United States mail, postage prepaid, and registered or certified with return receipt requested, to the following addresses (which may be changed by written notice): Oakland County EDC: Ingham County EDC: The Economic Development Corporation of the County of Oakland Dept. of Development and Planning 1200 N. Telegraph Road Pontiac, Michigan 48341 The Economic Development Corporation of the County of Ingham Department of Development Ingham County P.O. Box 319 Mason, Michigan 48854 7 t• All written notices and statements shall be deemed given, delivered, received and effective upon personal delivery or receipt of telegram, the same day of sending by facsimile, one calendar day after sending by overnight express or similar service, or three calendar days after mailing by first class United States mail. SECTION 7.6. Severability. If any clause, provision or section of this Agreement be ruled invalid or unenforceable by any court of competent jurisdiction, the unenfnrreahility of such clause, provision or section, shall not affect any of the remaining clauses, provisions or sections thereof. SECTION 7.7. Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart so executed shall be deemed an original, and all such courtPrpArtc shall together constitute one and the same instrument. SECTION 7.8. Construction. This Agreement shall be construed fairly as to both parties and not in favor of or against either party, regardless of which party prepared the Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers. witnesses: OAKLAND COUNTY EDC By: The foregoing agreement was acknowledged before me this day of , 1995, by and Notary Public County, Michigan My commission expires: 8 INGHAM COUNTY EDC By: The foregoing agreement was acknowledged before me this day of , 1995, by and _ Notary Public County, Michigan My commission expires: 9 di up. p EXHIBIT A DESCRIPTION OF PROJECT AREA MARTIN LUTHER MEMORIAL HOME, INC. OAKLAND COUNTY PROJECT The project area is on the site of the Martin Luther Memorial Home, 307 Elm Place, South Lyon, Michigan 48178. The legal description of the site is as follows: Lot 11, Block 2, and Lots 4, 5, 6. 7, and 8, Block 3, Mary Letts and Albert E. Letts Addition to the Village (now City) of South Lyon, Oakland County, Michigan, according to the Plat thereof as recorded in Liber 1, Page 43 of Plats, Oakland County Records, excepting therefrom lands within right of way of Michigan Air Line Railroad, and Lot 18 (eighteen) Assessor's Plat No. 3, City of South Lyon, Oakland County, Michigan, also described as land beginning at a point 45 5/6th rods east and 50 rods south of the stake at the northwest corner of Section 29, Township of Lyon, Town 1 North, Range 7 East, Oakland County, Michigan, thence South to a point in the north and west boundry line of the right-of-way of Michigan Air Line Railway, which right-of-way is described as a strip of land 100 feet wide, that is to say, lying 50 feet wide on each side of the centerline of the railway as located, thence 11u4LheaLuLly along the north and west boundry of the said right-of-way to a point in the southerly boundry line of Lot 5 of Block 3 of said Letts Addition, thence westerly along the southerly boundry line of Lots 5, 6, 7, and 8 of Block 3 of said Letts Addition, and along the extension of said southerly boundry line to the point of beginning. The South Lyon Project consists of the financing and refinancing of a portion of the costs of renovating the existing nursing home and home for the aged, including the conversion of home for the aged beds to skilled nursing beds, correction of physical plant defects, the addition of a nursing station, and the reorientation of the entrance and lobby area. The number of skilled nursing beds was increased by 30 beds. The renovation costs totaled approximately $1,500,000, of which an approximately S500,000 portion was financed through Company equity and traditional bank financing. The South Lyon Project consists of this portion. 2570/BONDDOCS 10 In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 23rd day of Marc995. Allen, County Clerk • 7. Resolution #95079 March 23. 1995 Moved by Palmer supported by Powers the resolution be adopted. AYES: Taub, Wolf, Amos, Crake, Devine, Dingeldey, Douglas, Garfield, Holbert, Huntoon, Jacobs, Censen, Johnson, Kaczmar, Kingzett, Law, McCulloch, Moffitt, Obrecht, Palmer, Pernick, Powers, Quarles, Schmid. (24) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lynn D. Allen, 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 March 23, 1995 with the original record thereof now remaining in my office.