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4ECONFIRMATION
MISCELLANEOUS RESOLUTION #98177
BY: Planning and Building Committee, Charles E. Palmer, Chairperson
IN RE: DEVELOPMENT AND PLANNING DIVISION RESOLUTION APPROVING PROJECT AREA AND
PROJECT DISTRICT AREA (LOURDES, INC. PROJECT) - WATERFORD CHARTER TOWNSHIP
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS there exists in the County of Oakland the need for projects to
alleviate and prevent conditions of unemployment, to assist and retain local
industrial and commercial enterprises in order to strengthen and revitalize the
County's economy and to encourage the location and expansion of such enterprises
to provide needed services and facilities to the County and its residents; and
WHEREAS the Economic Development Corporations Act, Act No. 338 of the
Michigan Public Acts of 1974, as amended (the "Act") provides a means for the
encouragement of such projects in this County through the County's Economic
Development Corporation (the "EDC"); and
WHEREAS the Economic Development Corporation has commenced proceedings
under the Act for the benefit of such a project (Lourdes, Inc. Project) and has
designated to this Board of Commissioners a Project Area and Project District
Area for its approval.
NOW THEREFORE BE IT RESOLVED that the Project Area as designated by the
Economic Development Corporation to this Board is hereby certified as approved.
BE IT FURTHER RESOLVED that it having been determined that the territory
surrounding said designated Project Area will not be significantly affected by
the Project because the surrounding territory is devoted to commercial/industrial
uses, a Project District Area having the same description as and boundaries
coterminous with the Project Area herein certified as approved be hereby
established.
BE IT FURTHER RESOLVED that it having been determined that there are less
than eighteen residents, real property owners, or representatives of
establishments located within the Project District Area, a Project Citizens
District Council shall not be formed pursuant to Section 20(b) of the Act.
BE IT FURTHER RESOLVED that the County Clerk is hereby directed to provide
four certified copies of this resolution to the Secretary of the Board of the
Economic Development Corporation.
Chairperson, on behalf of the Planning and Building Committee, I move the
adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE
Copy of attachments on file in County Clerk's office.
(action taken at August 6, 1998 Board meeting) Moved by Palmer supported by Millard the resolution be adopted.
AYES: Johnson, Kaczmar, Kingzett, Law, McCulloch, McPherson, Millard,
Moffitt, Obrecht, Palmer, Schmid, Taub, Wolf, Amos, Coleman, Dingeldey, Douglas,
Garfield, Gregory, Hoffman, Holbert, Huntoon, Jacobs, Jensen. (24)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolution was adopted.
(end action taken at August 6, 1998 Board meeting)
4
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAND
Oakland County, Michigan
Lourdes, Inc. Project
PROJECT PLAN
CONTENTS
1. Stu/unary Description of Project (Page 1)
2. Project Plan Certification by Company (Page 2)
3. Statutorily Required Information (Page 3)
4. Exhibits
"A" - Project Area Legal Description
"B" - Letter of Credit or Bond Purchaser's Commitment Letter
"C" - Company Certificate Regarding Transfer of Employment
"D" - Company Certificate Regarding Payment of Prevailing Wages
Other
PROJECT PLAN
SLTNIMARY DESCRIPTION OF
LOURDES, INC. PROJECT
OWNER OF PROJECT:
Fox Manor, Inc., Lourdes, Inc., Lourdes Alzheimer's Special Care Center, and a new
Michigan nonprofit corporation formed to own the proposed assisted living facility.
CONTACT PERSON: Mr. Dennis Atkins, Comptroller
Lourdes, Inc.
2300 Watkins Lake Road
Waterford, MI 48328
Tel: 248-674-2241
LOCATION OF PROJECT: Waterford Township
PROJECT AREA/DISTRICT AREA: See Exhibit A
NATURE OF PROJECT:
Refinance existing debt of Fox Manor, Inc. and the construction of a new assisted living
facility.
EMPLOYMENT CREATED OR RETAINED:
Estimated employment of 50 full-time and part-time employees.
TOTAL PROJECT COST:
total nc),v construction, and i-ost7 S10,442,000
BONDS TO BE ISSUED: $9,800,000
LETTER OF CREDIT ISSUER OR BOND PURCHASER:
Letter of Credit issuer will be Allied Irish Bank.
DATE AND EXPIRATION DATE OF LETTER OF CREDIT OR BOND PURCHASE
CONLMITMENT:
Letter of credit commitment letter dated July 6, 1998. Expiration date not applicable.
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EXHIBIT B Ailieo Irish Bank
Nevv 'York Branch
405 Park Avenue
NtlIN Yore NY 40022
Telephone (212) 339-8000,
Telex 177744 -
Rapifax (212) 339-8007/8008
Swift A1BKUS33
[IMO
July 6, 1998
Dennis Atkins
Controller
Lourdes Inc.
2300 Watkins Lake Road
Waterford, MI 48328
Dear Mr. Atkins,
We are pleased to advise you that Allied Irish Banks, plc (the °Bank") has
sanctioned a letter of credit facility in the amount of $9,970,000 (nine million nine hundred and
seventy thousand dollars) (the "Loan") for The Obligated Group (as defined below) (the
"Borrower") subject to the following terms and conditions:
Borrower: Obligated Group comprised of:
(a) Lourdes Inc. and Subsidiary.
(b) Fox Manor Inc.
(c) New Assisted Living Facility.
Amount: Up to 69,970,000.
Purpose:
Term:
Arrangement Fee:
Annual L/C Fee:
Repayment:
Security:
110,
To credit enhance a proposed tax-exempt bond issue the proceeds
of which will finance the construction of a 60 bed Assisted Living
Facility and refinance existing debt.
5 years (evergreen).
$5,000.
0.70%.
Reducing Letter of Credit based on a bond amortization to be
determined.
(I) First mortgage over the property, plant and equipment of Fox
Manor Inc..
(II) Leasehold Mortgage on Lourdes Inc. and the proposed new
Assisted Living Facility.
http://wrmaibny.com/
Covenants: Usual business covenants for a transaction of this nature
including but not limited to:
(a) Borrower to provide to the Bank audited financial
information annually in a form and in a manner satisfactory
to the Bank;
(b) Borrower to obtain commercial insurance policies including
without limitation, hazard, liability, builder's risk insurance,
and loss of use coverage (from certificate of occupancy
date) from companies, in amount, and in form and
substance satisfactory to the Bank;
(c) The Obligated Group members to maintain good standing
and corporate existence;
(d) The Obligated Group is to maintain a minimum debt service
ratio of 1.25:1;
(e) Continuation of existing ownership and sponsorship
structure;
(f) No additional indebtedness without the prior written
approval of the Bank.
Preconditions: Typical preconditions would include:
1. Guaranteed maximum fixed price construction contract
from bonded construction contractor.
2. Satisfactory evidence of government approvals, zoning
approvals, permits and licences.
3. Construction consultant satisfactory to the Bank to review
plans and specifications prior to closing and to monitor the
project throughout construction.
4. Receipt of FIRREA standard real estate appraisal
satisfactory to the Bank which shall indicate a maximum
Loan-To-Value ratio of 80%.
5. Receipt of Phase I Environmental assessment satisfactory
to the Bank.
6. Receipt of operating and debt service projections in form
and substance satisfactory to the Bank indicating minimum
annual debt service coverage of 1.25:1.
7. fie Dominic..dri Sisters of the Corigregil of the Rose of
Lima to extend the lease for a sufficient period for the
establishment of a Leasehold Mortgage over the property
of the Obligated group.
Documentation: The facility would be subject to formal legal
documentation.
Professional Fees: Professional fees, including legal, construction consultant,
appraisal and environmental fees, payable by borrower with
cap of reasonable amount set by Bank.
Patrick Langtry
Vice President
'
4. s*
If the foregoing meets with your approval please have this letter, and the copy, signed below
where indicated and return the signed copy to the Bank at your convenience.
We are pleased to have the opportunity to offer this financing to The Obligated Group.
Should you have any questions, please do not hesitate to give us a call.
Sincerely,
William J. Strickland
Senior Vice President
0 "a Accepted this .Day of
Signed vitA4
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Exhibit C
COMPANY CERTIFICATE REGARDING
TRANSFER OF EMPLOYMENT
(Lourdes, Inc. Project)
The undersigned, Fox Manor, Inc., Lourdes, Inc.. Lourdes Alzheimer's Special Care Center,
and a new Michigan nonprofit corporation formed to own the proposed assisted living facility,
Michigan nonprofits (the "Obligated Group"), 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 Lourdes, Inc. Project (the "Project") pursuant to which the EDC expects ultimately to
issue its limited obligation economic development revenue bonds to finance all or part of the
Project.
4. As of the date hereof, the Project shall not have the effect of transferring
employment of more than 20 full-time persons from a municipality (as that term is defined in the
Act) of this State tn Waterford Township. Michigan. the municipality in which the Project will be
located.
5. The Company agrees that during the life of the bonds proposed to be issued by the
EDC to finance the costs of the Project for the Company, the Company will not permit a lease or
sublease in connection with the Project which would have the effect of transferring, as to such
lease, sublease or group of leases or subleases which are interrelated (i.e. "interrelated" means
leases negotiated as part of one set of negotiations or leases with lessees who are related by more
than 50% common ownership), employment of more than 20 full-time persons from a municipality
of this State to Waterford Township, Michigan unless the Company or such lessee or sublessee has
C-1
If I
Fox Manor, Inc.
By:
4. iv
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 for the benefit of the Project.
Fox Manor, Inc., Lourdes, Inc., Lourdes Alzheimer's Special Care
Center, and a new Michigan nonprofit corporation formed to own the proposed assisted
living facility, Michigan nonprofits
Lourdes, Inc. and Loude Alzheimer's Special Care Center
•
Dated: -7 - ge-9
By: genti-4 `9/(
• : Board-President
Dated:
4. mo 4
By:
Its: Board-President
Fox Manor, Inc.
By:
Its: d-President
40. 4 1
Exhibit D
COMPANY CERTIFICATE REGARDING
PAYMENT OF PREVAILING WAGES
(Lourdes, Inc. Project)
The undersigned, Fox Manor, Inc., Lourdes, Inc., Lourdes Alzheimer's Special Care Center,
and a new Michigan nonprofit corporation formed to own the proposed assisted living facility,
Michigan nonprofits (the "Obligated Group"), hereby certifies to The Economic Development
Corporation of the County of Oakland (the "EDC") as follows:
1. 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 Lourdes, Inc. 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 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.
Lourdes, Inc. and Lourdes Alzheimer's Special Care Center
Dated: — (1-'1 r
Dated: 7--/o9r
D-1
iv
Resolution #98177 (item c.) September 24, 1998
Moved by Palmer supported by Law that Planning and Building Committee
agenda items b, c and d* be adopted.
AYES: Law, McCulloch, McPherson, Millard, Moffitt, Obrecht, Palmer,
Schmid, Taub, Wolf, Amos, Coleman, Dingeldey, Douglas, Garfield, Gregory,
Hoffman, Holbert, Huntoon, Jacobs, Jensen, Johnson, Kaczmar, Kingzett. (24)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolutions were adopted.
*The Chairperson stated the adoption of Miscellaneous Resolutions #98162 and
#98177 were being reconfirmed due to deficient Public Hearings.
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HEREBY Eel
.41 E TiYOREn("\".4 PP OLUTION
iiuniy Executive Date
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 September 24, 1998 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 24th day.pf_Septetpbar 1998.
OYn14.7
Lynh D. Allen, County Clerk