HomeMy WebLinkAboutResolutions - 1998.09.03 - 25557September 3, 1998
MISCELLANEOUS RESOLUTION #98207
BY: PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON
IN RE: DEVELOPMENT AND PLANNING DIVISION RESOLUTION APPROVING PROJECT PLAN
(OAKLAND UNIVERSITY FOUNDATION PROJECT) - CITY OF ROCHESTER HILLS
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 and that the Project Plan satisfies all of
the requirements of the Act regarding project plans; and
WHEREAS the governing body of the City of Rochester Hills, 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, concurs in the determinations of the EDC with
respect thereto;
NOW THEREFORE BE IT RESOLVED that 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 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; and
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 Vote:
Motion carried unanimously on a roll call vote with Amos absent.
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAND
Oakland County, Michigan
Oakland University Foundation Project
PROJECT PLAN
CONTENTS
1. Summary 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
- Company Certificate Regarding Payment of Prevailing Wages
"E" - Estimated Development and Funding Schedule
#•
PROJECT PLAN
SUMMARY DESCRIPTION OF
OAKLAND UNIVERSITY FOUNDATION PROJECT
OWNER OF PROJECT:
Oakland University
CONTACT PERSON: (Name, address, telephone number)
Steve W. Roberts
Associate Vice President
for Finance and Administration
Oakland University
202 Wilson Hall
Rochester, MI 48309-4498
(248) 370-2449
LOCATION OF PROJECT: (Local municipality)
City of Rochester Hills
PROJECT AREA/DISTRICT AREA: See Exhibit A
NATURE OF PROJECT:
Design and construction of an 18-hole golf course to be owned and operated by Oakland
University.
EMPLOYMENT CREATED OR RETAINED:
28 new jobs expected to be created
TOTAL PROJECT COST: $4,600,000
BONDS TO BE ISSUED: $4,600,000
LETTER OF CREDIT ISSUER OR BOND PURCHASER:
Comerica Bank, letter of credit provider
DATE AND EXPIRATION DATE OF LETTER OF CREDIT OR BOND PURCHASE
COMMITMENT: N/A
PROJECT PLAN CERTIFICATION
THIS PROJECT PLAN WAS PREPARED FOR THE ECONOMIC
DEVELOPMENT CORPORATION OF THE COUNTY OF
OAKLAND IN ACCORDANCE WITH THE REQUIREMENTS
OF THE ECONOMIC DEVELOPMENT CORPORATIONS ACT,
ACT NO. 338 OF THE MICHIGAN PUBLIC ACTS OF 1974, AS
AMENDED.
THE UNDERSIGNED HAS PROVIDED ALL OF THE
INFORMATION CONTAINED HEREIN AND HEREBY
CERTIFIES AS TO THE ACCURACY AND VALIDITY OF
SUCH INFORMATION AS OF THIS DATE.
THE UNDERSIGNED UNDERSTANDS THAT THIS PROJECT
PLAN IS STATUTORILY REQUIRED AND, IF IT CONTAINS
ANY MATERIAL MISREPRESENTATION OR INACCURACY,
COULD RESULT IN THE INVALIDATION OF THE
ECONOMIC DEVELOPMENT CORPORATION PROCEED-
INGS REGARDING THE PROJECT TO WHICH THE PROJECT
PLAN PERTAINS.
OAKLAND UNIVERSITY FOUNDATION
By 3
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Dated: / 1115
2
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PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
OAKLAND UNIVERSITY FOUNDATION 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:
Presently, the property constituting the Project Area/District Area is undeveloped. See
III for proposed use.
Legal description of Project Area attached as Exhibit A.
II. A DESCRIPTION OF EXISTING IMPROVEMENTS IN THE PROJECT AREA
TO BE DEMOLISHED, REPAIRED, OR ALTERED; A DESCRIPTION OF REPAIRS AND
ALTERATIONS; AND AN ESTIMATE OF THE TIME REQUIRED FOR COMPLETION:
Not applicable (no existing improvements).
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 Exhibit E for detailed costs and time required for completion.
3
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:
Substantially all of the Project Area will be open space and used as a golf course.
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
4
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:
Tax-exempt bonds (seven-day floating rate) to be issued by The Economic Development
Corporation of the County of Oakland. secured by a direct-pay letter of credit provided by
Comerica Bank. The Bonds will be privately placed by Comerica Securities.
Copy of Letter of Credit or bond purchaser's commitment letter attached as Exhibit B.
IX. A STATEMENT REGARDING THE PAYMENT OF PREVAILING WAGE AND
FRINGE BENEFIT RATES AS DETERMINED PURSUANT TO ACT NO. 166 OF THE
MICHIGAN PUBLIC ACTS OF 1965, AS AMENDED (REGARDING WAGES ON STATE
CONTRACTS):
See Exhibit D.
5
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:
William Rogers, Managing Director, Katke-Cousins Golf Course
XI. DESIGNATION OF THE PERSON OR PERSONS, NATURAL OR
CORPORATE, TO WHOM THE PROJECT IS TO BE LEASED, SOLD OR CONVEYED AND
FOR WHOSE BENEFIT THE PROJECT IS BEING UNDERTAKEN. TO THE EXTENT THAT
INFORMATION IS PRESENTLY AVAILABLE:
The Project is being undertaken for the benefit of Oakland University, which will own
and manage the Project.
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 PROJECTUPON
ITS COMPLETION:
Not Applicable
XIII. ESTIMATES OF THE NUMBER OF PERSONS RESIDING IN THE PROJECT
AREA AND THE NUMBER OF FAMILIES AND INDIVIDUALS TO BE DISPLACED. IF
OCCUPIED RESIDENCES ARE DESIGNATED FOR ACQUISITION AND CLEARANCE,
INCLUDE A SURVEY OF THE FAMILIES AND INDIVIDUALS TO BE DISPLACED,
INCLUDING THEIR INCOME AND RACIAL COMPOSITION, A STATISTICAL
DESCRIPTION OF THE HOUSING SUPPLY IN THE COMMUNITY, INCLUDING THE
NUMBER OF PRIVATE AND PUBLIC UNITS IN EXISTENCE OR UNDER
CONSTRUCTION, THE CONDITION OF THOSE IN EXISTENCE, THE NUMBER OF
OWNER-OCCUPIED AND RENTER-OCCUPIED UNITS, THE ANNUAL RATE OF
TURNOVER OF THE VARIOUS TYPES OF HOUSING AND THE RANGE OF RENTS AND
6
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
7
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
8
EXHIBIT A
LEGAL DESCRIPTION
FOR
OAKLAND UNIVERSITY FOUNDATION PROJECT
Land in the City of Rochester Hills as described in and by the following Property Tax
ID numbers and descriptions attached hereto:
15-18-300-003,
T3N, R11E, SEC 18
PART OF W 1/2 OF SW
FRC 1/4 BEG AT PT
'N 00-01-30 W 126.62 FT &
N 01-25-20 E 366.69 FT
FROM SW SEC COR,
TH N 01-25-20 E 602.23 FT,
TH S 88-39-00 E 591.42 FT,
TH N 01-01-00 E 360 FT,
TH N 88-39-00 W 530 FT,
TH N 01-01-00 E 468 FT,
TH S 89-20-00 E 1138.82 FT,
TH S 01-21-25 W 1057.70 FT,
TH S 02-13-25 W 324.09 .FT,
TH S 88-20-10 W 1186.39 FT
TO BEG 32.90 A
15-18-300-004
T3N, R11E, SEC 18
PART OF SW 1/4 OF
SW FRC 1/4
BEG AT SW SEC COR,
TH N 00-01-30 W 126.62 FT,
TH N 01-25-20 E 366.69 FT,
TH N 88-20-10 E 1186.39 FT,
TH S 02-13-25 W 493.87 FT,
TH S 88-20-10 W 1176.26 FT
TO BEG 13.38 A
\b374\ oakedc oakland.uni\ legal.des
A-1
15-18-300-005
T3N, R11E, SEC 18
E 1/2 OF SW FRC 1/4
80.70 A
15-19-100-001
T3N, R11E, SEC 19
PART OF NW FRC 1/4
BEG AT NW SEC COR,
TH N 88-20-10 E 1176.26 FT,
TH S 01-26-10 W 1079.21 FT,
TH N 88-59-15 W 1176.81 FT,
TH N 01-33-40 E 1024.34 FT
TO BEG 28.39 A
15-19-100-002
T3N, R11E, SEC 19
ALL THAT PART OF SEC
LYING N OF PUBLIC HWY
EXC BEG AT NW SEC COR,
TH N 88-20-10 E 1176.26 FT,
TH S 01-26-10 W 1079.21 FT,
TH N 88-59-15 W 1176.81 FT,
TH N 01-33-40 E 1024.34 FT
TO BEG 227.43 A
15-18-400-001
T3N, R11E, SEC 18
SE 1/4 160 A
15-18-200-001
T3N, R11E, SEC 18
NE 1/4 EXC NLY 140 FT
TAKEN FOR WALTON BLVD
FOR WIDENING ALSO EXC
E 60 FT OF N 1000 FT
TAKEN FOR ADAMS RD
WIDENING 155.81 A
\ b374\oakedc oakland.uniklegal.des
A-3
Exhibit B
LETTER OF CREDIT COMMITMENT
Oakland University Foundation
The Letter of Credit will provide credit enhancement
and liquidity support for Borrower's tax-exempt
variable rate demand bonds issued by the Oakland
County EDC.
Principal of up to $4,900,000 plus interest coverage.
Bond proceeds will be used to develop a golf course
to be owned and operated by Oakland University.
At the borrower's option, the letter of credit will be
issued for a period of three years or a period of five
years. The three year letter of credit will have an
annual one year extension feature, subject to bank
approval.
Twenty-Five (25) years, interest only.
None.
Direct-pay Letter of Credit.
VMIG-1/A1 by Moody's Investors Service.
The letter of credit fee will be paid annually in
advance on the letter of credit amount based on
actual days elapsed over a 360 day year. The letter
of credit fee will be based on the Borrower's
Discretionary Asset Liquidity Coverage (Discretionary
Cash and Investments divided by the letter of credit
amount), subject to the grid below:
Dfearlelerof
Credit Annual Fee
125 basis points
100 basis points
75 basis points
3 Year Letter:,
Credit Annual Fee
95 basis points
75 basis points
60 basis points
MEM
Comerica Bank
COMERICA BANK
LETTER OF CREDIT COMMITMENT
OAKLAND UNIVERSITY FOUNDATION
§ORROWER
PURPQ4.4.
AMOUNT
PRgCEEDS
TERM
BOND AMORTIZATION
COLLATERAL,
LETTER OF CREDIT FORMAT
BANK Q_R ENT RATING
LETTER O_F CREDIT FEE
DiscretionaryAsset
Liouiditv Coverage
100%
120%
135%
• • 1
.
LETTER OF CREW- FE
OM/ Ng
ME=
The letter of credit fee will be subject to quarterly
changes, reflected in arrears on the next annual letter
of credit bill.
Should the holders of the floating rate bonds exercise
their demand option and remarketing efforts prove
unsuccessful, Comerica Bank will fund the Term Loan
Takeout described below. Reinstatement of the
Letter of Credit following successful remarketing
efforts (proceeds of which are used to repay, without
penalty, the Term Loan) will be permitted until the
expiration date of the letter of credit at the then
prevailing Term Loan balance, If Borrower is not in
default under any of the bond or loan documents
including the Reimbursement Agreement between the
Borrower and the Bank
DRAVVINUEE $250 per letter of credit draw for principal and
interest.
Ham.LOLANTAKEaUT The Bank will fund a Term Loan for the principal
amount of bonds "put" with the same amortization and
repayment terms as would have existed prior to the
"put". The Term Loan will mature and be fully_
payable upon the expiration date of the letter of credit
or the maturity of the bonds, if earlier.
Pricing on the underlying loan will be on a floating
rate basis at the Bank's Prime Rate, as is announced
from time to time. The Bank's Prime Rate was 8.50%
as of August 4, 1998
BANK'S RIGHT TO CALL In the event of default by Borrower, the Bank, at its
option, will have the right to require the trustee to call
the outstanding bonds for redemption. Loans
resulting will be due on demand and will bear interest
at three percent above the Bank's Prime Rate, as it is
announced from time to time.
BANK T1ON Substitution of another credit/liquidity enhancer for
Comerica Bank will be permitted only if the rating on
Comerica Bank's Letter of Credit as determined by
Moody's Investors Service should fall below VMIG-
1 /A3
J. „
( Ile !
ei
DOCUMENIS The financing documents shall be in a form
satisfactory to the Borrower, the Bank and its
counsel, Miller, Canfield, Paddock and Stone
(MCP&S).
The Reimbursement Agreement will contain certain
covenants of Borrower regarding use of proceeds,
maintenance and use of the facilities, maintenance of
insurance, compliance with laws, maintenance of
existence and tax exempt status, payment of taxes,
prohibition on any hens, inspection rights and
reporting requirements, as well as certain other
terms and covenants which are customary in similar
financings
In addition, the following specific financial covenants
will be included.
1. Liquidity - The Borrower will maintain
Discretionary Cash and Investments equal to the
letter of credit amount. Discretionary Cash and
Investments will be measured by the lower of cost or
market value and will be defined as cash and
marketable securities whose expenditure is solely
governed by the Borrowers Board of Directors.
2. Any additional indebtedness will be prohibited
unless approved by the Bank.
EXPENSES
EICCEPTANCF_DATE
EXPIRATION DATE
All legal, and other miscellaneous fees incurred by
the Bank pertaining to this transaction shall be due
and payable at closing or, if the bond transaction
never closes, or if the Bank's involvement in this
transaction ends for any reason, will be payable
promptly after billing.
August 31, 1998, by which time this letter must be
executed and returned to the Bank or the commitment
will automatically expire unless extended by the Bank
in writing.
October 31, 1998, by which time the closing must
occur or the commitment will automatically expire.
This commitment may be extended at the Bank's sole
discretion.
Or I. A
OAKLAND UNIVERSITY
FOUNDATION
By: (704eyte-----"--- By:
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Data: __:;r;Z3Le2_8___ Data:
COMERICA BANK
Dated: 1515 19
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Exhibit C
COMPANY CERTIFICATE REGARDING
TRANSFER OF EMPLOYMENT
(Oakland University Foundation Project)
The undersigned, Oakland University Foundation, 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 Oakland University Foundation Project (the "Project") pursuant to which theEDC
expects ultimately to issue its limited obligation economic development revenue bonds to finance
all or part of the Project.
4. As of the date hereof, the Project shall not have the effect of transferring
employment of more than 20 full-time persons from a municipality (as that term is defined in the
Act) of this State to the City of Rochester Hills, Michigan, the municipality in which the Project
will 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 EDC for the benefit of the Project.
OAKLAND UNIVERSITY FOUNDATION
ctr> s (trm By:
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Resolution #98207 September 3, 1998
Moved by Palmer supported by Douglas the resolution be adopted.
AYES: Jensen, Johnson, Kaczmar, Kingzett, Law, McCulloch, Millard,
Moffitt, Obrecht, Palmer, Schmid, Taub, Amos, Coleman, Dingeldey, Douglas,
Garfield, Gregory, Holbert, Huntoon, Jacobs. (21)
NAYS: Hoffman. (1)
A sufficient majority having voted therefor, the resolution was adopted.
crooks Patter
--TBY AP' 00,
441&1110111.14111n— ,n. County Executive
OREGOING RESRAJTION
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 3, 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 3rd day ol,f Septemlip.x-199 .
Lynfi D. Allen, County Clerk