HomeMy WebLinkAboutResolutions - 2001.06.14 - 26428AND BUILDING—COMMITTEE
June 14, 2001
MISCELLANEOUS RESOLUTION #01154
BY: PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON
IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION RESOLUTION
APPROVING PROJECT PLAN (ROCHESTER COLLEGE 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.
Planing & Building Committee Vote:
Motion carried on unanimous roll call vote with Dingeldey and Gregory absent
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAND
Oakland County, Michigan
Rochester College 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 Commitment Letter
"C" - Company Certificate Regarding Transfer of Employment
- Company Certificate Regarding Payment of Prevailing Wages
"E" — Depiction of Existing and Planned Improvements
PROJECT PLAN
SUMMARY DESCRIPTION OF
ROCHESTER COLLEGE PROJECT
OWNER OF PROJECT:
Rochester College, a Michigan nonprofit corporation
CONTACT PERSON: (Name, address, telephone number)
Mark VanRheenen
Executive Vice President
Rochester College
800 West Avon Road
Rochester Hills, MI 48306
(248) 218-2016
Fax (248) 218-2017
LOCATION OF PROJECT: (Local municipality)
City of Rochester Hills
PROJECT AREA/DISTRICT AREA: See Exhibit A
NATURE OF PROJECT:
Construction of a new library/classroom complex and related roadways and
parking, new residential housing hall, a new warehouse facility and other classroom
renovation.
EMPLOYMENT CREATED OR RETAINED:
10 new permanent jobs created
TOTAL PROJECT COST:
$9,000,000
BONDS TO BE ISSUED:
$9,000,000
LETTER OF CREDIT ISSUER OR BOND PURCHASER:
Bank One
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
PROCEEDINGS REGARDING THE PROJECT TO WHICH
THE PROJECT PLAN PERTAINS.
ROCHESTER COLLEGE
By: C • malt va.„
Its: Executive Vice President
Dated: CI 7 lo t
I.
PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
ROCHESTER COLLEGE 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:
No streets or other "public facilities" exist within the Project Area/District Area.
Proposed facilities will be located on and throughout the existing private campus. All
proposed facilities will be owned and operated by Rochester College.
Legal description of Project Area attached as Exhibit A.
H. 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:
See Item #III.
DI 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 attached Exhibit E.
This project encompasses a new library/classroom complex with approximately
17,000 square feet along with related roadways and parking. In addition, it includes a
new residential housing hall for students with approximately 22,158 square feet. Also
included is a tower to Dearborn Commons, a part of the residential project funded in the
mid nineties that was not completed due to cost constraints. Another new construction
part of the proposed project includes a 5,000 square foot warehouse building. Facilities
scheduled for renovation include the Muirhead Building (7,500 square feet), Utley Center
(3,300 square feet), Barbier (8,600 square feet), auditorium (5,000 square feet),
telecounselor room (1,000 square feet), Gatewood Hall (28,000 square feet), and selected
other classroom and energy conservation items. The project also includes computer
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hardware and other selected technology items as well as a re-working of the master plan
for the College.
IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF
CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF EACH
STAGE:
See Item #III.
V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT
AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE:
See attached Exhibit E.
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 is proposed to be financed with the proceeds of sale of the EDC's
limited obligation revenue bonds. The bonds will be sold or placed by Banc One Capital
Markets. The bonds will be secured by a letter of credit issued by Bank One.
Copy of Letter of Credit 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
4
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:
C. Mark VanRheenen, Executive Vice President
Scott Niemann, Director of Facilities
Barry Nebhut, TMP, Outside Architect
Construction Manager, to be selected May 14, 2001
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, and will be owned and operated
by, Rochester College, a Michigan nonprofit corporation.
• XII IF THERE IS NOT AN EXPRESS OR IMPLIED AGREEMENT WITH A
PERSON OR PERSONS, NATURAL OR CORPORATE, THAT THE PROJECT WILL BE
LEASED, SOLD, OR CONVEYED TO THOSE PERSONS, THE PROCEDURES FOR
BIDDING FOR THE LEASING, PURCHASING OR CONVEYING OF THE PROJECT
UPON ITS COMPLETION:
Not Applicable
XIII ESTIMATES OF THE NUMBER OF PERSONS RESIDING IN THE PROJECT
AREA AND THE NUMBER OF FAMILIES AND INDIVIDUALS TO BE DISPLACED. IF
OCCUPIED RESIDENCES ARE DESIGNATED FOR ACQUISITION AND CLEARANCE,
INCLUDE A SURVEY OF THE FAMILIES AND INDIVIDUALS TO BE DISPLACED,
INCLUDING THEIR INCOME AND RACIAL COMPOSITION, A STATISTICAL
DESCRIPTION OF THE HOUSING SUPPLY IN THE COMMUNITY, INCLUDING THE
NUMBER OF PRIVATE AND PUBLIC UNITS IN EXISTENCE OR UNDER
CONSTRUCTION, THE CONDITION OF THOSE IN EXISTENCE, THE NUMBER OF
OWNER-OCCUPIED AND RENTER-OCCUPIED UNITS, THE ANNUAL RATE OF
TURNOVER OF THE VARIOUS TYPES OF HOUSING AND THE RANGE OF RENTS
5
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
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Exhibit A
PROJECT AREA LEGAL DESCRIPTION
Legal description of property located in the City of Rochester Hills, County of Oakland, State of
Michigan, owned by Michigan Christian College, comprising in total one contiguous parcel
approximating 83 acres, described as:
Section 1.1 Parcel A
"Part of Southwest quarter of Section 15, Town 3 North, range 11 East, described as:
Beginning at the South quarter comer of Section 15, running thence West 1311.8 feet to the 1/8
corner, thence North 1 degree 16 minutes West 173.4 feet to a point, thence North 89 degrees 24
minutes East 242.2 feet to a point, thence North 81 degrees 50 minutes East 253.7 feet to a point,
thence North 49 degrees 16 minutes East 401.7 feet to a point, thence North 31 Degrees 3
minutes East 114.3 feet to a point, thence North 2 degrees 22 minutes West 172.5 feet to a point,
thence North 53 degrees 28 minutes 30 seconds West 210.1 feet to a point, thence North 85
degrees 30 minutes West 245.22 feet to a point, thence North 49 degrees 33 minutes East 852.1
feet to a point, thence South 89 degrees 20 minutes East 300.9 feet to a point, thence South 3
degrees 4 minutes 30 seconds West 1440 feet to the place of beginning, containing 23.62 acres;
expecting land beginning at a point in the South line of Section 15 which is West 730 feet from
South Quarter comer of Section 15, running thence West along section line 581.8 feet, thence
leaving section line North 1 degree 16 minutes West 173.4 feet, thence North 89 degrees 24
minutes East 242.2 feet, thence North 81 degrees 50 minutes East 253.7 feet, thence North 49
degrees 16 minutes East 121.57 feet, thence South 291.27 feet to point of beginning, containing
2.6 acres more or less and excepting the sand pit as reserved in deed Liber 252, page 551."
Section 1.2 Parcel B
"Part of Southwest quarter of Section 15, Town 3 North, Range 11 East, more
particularly described as: Beginning at a point in the South line of Section 15, which is West 730
feet from the South quarter comer of Section 15, running thence West along Section line 581.8
feet, thence leaving section line North 1 degree 16 minutes West 173.4 feet, thence North 89
degrees 24 minutes East 242.2 feet, thence North 81 degrees 50 minutes East 253.7 feet, thence
North 49 degrees 16 minutes East 121.57 feet, thence South 291.27 feet to the point of
beginning, containing 2.6 acres more or less, excepting the sand pit and right of way over 12 foot
roadway running from sand pit to the public highway on southerly line of property as reserved
and recited in deed Liber 252, page 551."
Section 1.3 Parcel C
"Part of Southwest quarter of Section 15, Town 3 North, Range 11 East, described as
follows: Beginning at the eighth corner, which is west 1311.8 feet of the South Quarter comer of
said Section 15, running thence North 1 degree 16 minutes West 173.4 feet to a point, thence
North 89 degrees 24 minutes East 242.2 feet to a point, thence North 81 degrees 50 minutes East
253.7 feet to a point, thence North 49 degrees 16 minutes East 401.7 feet to a point, thence North
31 degrees 3 minutes East 114.3 feet to a point, thence North 2 degrees 22 minutes West 172.5
feet to a point, thence North 53 degrees 28 minutes 30 seconds West 210.1 feet to a point, thence
North 85 degrees 30 minutes West 245.22 feet to a point, thence South 49 degrees 33 minutes 30
seconds West 575.2 feet to a point, thence South 41 degrees 53 minutes 30 seconds West 692.89
feet to a point, thence East 458.7 feet to the place of beginning," except that part said premises
falling within the Rail Road right-of-way.
Section 1.4 Parcel D
"That part of the West Half of the Southeast Quarter of Section 15, Town 3 North, Range
11 East, Michigan, described as commencing at the Southeast corner thereof; thence North 1637
feet to a point of the East line thereof; thence North 78 degrees 18 minutes West 610 feet; thence
North 28 degrees 34 minutes West to center of the Clinton River; thence along center of said
river to West line of West Half of Southeast Quarter; thence South to the Southwest corner
thereof; thence East along the South line of said Section to the point of beginning."
Section 1.5 Less Parcels E and F
Parcels E
Commencing at the South 400 feet of the South 1/4 corner of said Section 15; thence due
East, along the South line of Section 15, 1003.13 feet to the point of beginning of this parcel;
thence North 01 degree 40 minutes 04 seconds East, 887.19 feet; -thence due East, 393.37 feet to
a point on the West line of a 12.46 acre parcel; thence South 01 degree 50 minutes 10 seconds
West, along the West line of said 12.46 acre parcel; 260.31 feet to the Northwest corner of a 7.00
acre parcel; thence South 01 degree 35 minutes 20 seconds West, along the West line of said
7.00 acre parcel, 626.88 feet to a point on the South line of Section 15; thence due West, along
the South line of Section 15, 393.47 feet to the point of beginning.
Section 1.6 Parcel F
Commencing at the South 1/4 corner of said Section 15; thence due East, along the South
line of Section 15, 1003.13 feet to the point of beginning of this parcel; thence North 01 degree
40 minutes 04 seconds East, 887.19 feet; thence due East 393.37 feet to a point on the West line
of a 12.46 acre parcel; thence South 01 degree 50 minutes 10 seconds West, along the West line
of said 12.46 acre parcel; 260.31 feet to the Northwest corner of a 7.00 acre parcel; thence South
01 degree 35 minutes 20 seconds West, along the West line of said 7.00 acre parcel, 626.88 feet
to a point on the South line of Section 15; thence due West, along the South line of Section 15,
393.47 feet to the point of beginning, except the South 400 feet thereof.
Exhibit B
LETTER OF CREDIT
COMMITMENT LETTER
C. Mark VanRheenen 248-218-2017 p.02 Monday, May 14, 2001 1:16 PM.
Michael S. Farley
First Vice President
Bank One, Michigan
MI1 8949
3121 University Drive
Suite 100
Auburn Hills, Michigan 48326
tel 248 276 0873
fax 248 276 0900
BANK = ONE
May 14, 2001
Dr. Kenneth Johnson, President
Mr. C. Mark VanRheenen, Vice President for Finance
Rochester College
800 West Avon Road
Rochester Hills, MI 48307
I am pleased to inform you that Bank One has approved the issuance of a letter of credit in support
of Limited Obligation Revenue Bonds to be issued to assist with your planned campus expansion
subject to certain terms and conditions as described below:
The following is intended to be a summary of the principal terrhs and conditions for the transaction
with the actual letter of credit documents including other provisions typical to this type of credit
facility.
PARTIES:
Proposed irrevocable letter of credit ("L/C") to be issued by Bank One ("Bank One") in favor of
Bank One Trust Company, N.A. ("Trustee") for the account of Rochester College (the
"Obligor").
PURPOSE:
To insure the payment of up to $9,000,000 in Limited Obligation Revenue Bonds ("Bonds") to
be issued for the benefit of Rochester College for a project located in Rochester Hills, Michigan.
AMOUNT:
Bank One's aggregate liability under the L/C will not exceed $9,133,151 which includes
required interest coverage and principal for a bond issue of up to $9,000,000. The interest
coverage represents 45 days of interest at a maximum rate of 12% per annum based on a 365-
day year.
05/14/01 MON 12:21 [1I/RX NO 8649]
Dr. Kenneth Johnson
Mr. C. Mark VanRheenen
-2- May 14, 2001
C. Mark VanRheenen 248-218-2017 p.03 Monday, May 14, 2001 1:16 PM
BOND FORMAT:
The bonds would initially be marketed on a "lower-floater" basis, i.e. interest rate re-set weekly
to reflect the then current market rate for equivalent tax-exempt securities. Bondholders would
have the right to tender their Bonds to the Trustee for purchase by Rochester College on seven
days notice. The Remarketing Agent would endeavor to sell any Bonds tendered by the tender
date. Any Bonds not remarketed could be held by Rochester College pursuant to the
Reimbursement Agreement until a remarketing opportunity arose (as detailed in Reimbursement
Agreement paragraph below) or surrendered to the Trustee for cancellation. Bond
documentation would provide Rochester College an option to convert the Bonds to a fixed rate
if buyers could be found at mutually acceptable rates and terms. In the event of such
conversion, the Bank One L/C would be amended to accommodate the fixed rate option or
terminated. Prior to such conversion, the Bonds would be prepayable in multiples of $100,000
without premium at the option of the Company upon 45-days notice.
BOND MATURITIES:
Interest only for years 1 and 2. Annual principal payments of $200,000 plus interest for years 3
through 6. $300,000 annual principal reductions plus interest for years 7 through 9. $700,000
annual principal payments plus interest for years 10 through 20.
Interest is paid monthly.
So long as the Bonds bear interest at a variable rate, the Bonds are prepayable in multiples of
$100,000 without premium, at the option of Rochester College. Prepayments can occur only on
interest payment dates with forty-five daysnotice to the bondholders.
Interest Rate Protection Requirement.
Within 6 months, Obligor must fix the rate on a minimum of 50% of the Obligor's total bond
exposure. This will be accomplished through the use of interest rate swap products.
CREDIT ENHANCEMENT/REIMBURSEMENT AGREEMENT:
LETTER OF CREDIT COMMISSION:
1% per annum, payable annually in advance, based upon Bank One's liability under the L/C
(including any liability subject to reinstatement). The commission rate may be subject to annual
adjustment as provided in the paragraph entitled "Yield Protection" below.
FACILITY FEE:
$10,000 fee for issuance of the L/C.
CONSTRUCTION DRAW FEE:
$250 fee for each draw package submitted.
05/14/01 MON 12:21 [TX/RX NO 8649]
Dr. Kenneth Johnson
Mr. C. Mark VanRheenen
-3- May 14, 2001
C. Mark VanRheenen 248-218-2017 p.04 Monday, May 14, 2001 1:16 PM
DISBURSEMENT EXPENSES:
$100 fee for each draw by the Trustee under the L/C.
EXPENSES:
Legal expenses of Bank One together with all other out-of-pocket costs to be paid by the
company.
LETTER OF CREDIT REDUCTIONS:
Reductions in the L/C will be automatically instituted with each scheduled principal payment
and will be permitted by written authorization of the Trustee based on principal prepayments on
the Bonds.
REDUCTIONS AND EARLY TERMINATION:
Prepaid commissions will be refunded on a pro-rata basis after the first year as L/C reductions
are authorized by the Trustee as a result of scheduled Bond principal payments or pre-payments.
In the event that Bank One is replaced by another bank as letter of credit issuer for the Bonds, or
the Bonds are refunded through another issue prior to an expiry date, a premium will be due
equal to the commissions that would accrue over the remaining scheduled maturities at the then
existing commission rate discounted to the L/C scheduled expiry date at the U.S. Treasury rate
with maturity equal to the remaining term of the L/C plus 50 basis points. No such premium
will be payable, however, if Bank One's credit rating by a major credit rating agency declines
below single A and the replacement bank's equivalent rating is single A or higher.
LETTER OF CREDIT EXPIRY:
Not later than 15 days following the fifth anniversary of the Bonds' issuance date unless
extended at the sole discretion of Bank One. Upon Rochester College's request (received
within 6 months of the original expiry date or any subsequent extension thereof) Bank One will,
within 30 days, advise the Company of the terms by which it is willing to extend the existing
expiry date.
YIELD PROTECTION:
The Obligor would be required to reimburse the Bank for any increased cost in the issuing or
maintaining the L/C imposed by a change in any law, rule, regulation, or circumstance affecting
the Bank's yield. This would include any change to the capital adequacy requirements.
nc/laini moN 12:21 fTX/RX NO 86491
Dr. Kenneth Johnson
Mr. C. Mark VanRheenen
-4- May 14, 2001
Monday, May 14, 2001 116 PM • C. Mark VanRheenen 248-218-2017 p.05
DRAWING RIGHTS:
Drawings under the L/C by the Trustee may result from:
I. Payment of principal and/or interest on the Bonds when due.
2. Default under the Bond Indenture if the Trustee is required, at the direction of the
Bondholders, to accelerate payment of the Bonds.
3. A default under the Reimbursement Agreement resulting in Bank One directing the
trustee to prepay the Bonds.
4. The tender of Bonds under the Bondholder's tender option if the Bonds are not
remarketed by the tender date.
PLACEMENT AGENT/REMARKETING AGENT:
Banc One Capital Markets
Placement Fee:
0.50% of the amount of the Bond issue, payable at closing.
Remarketing Fee:
0.125% per annum, payable annually in advance based upon the amount of the Bonds
outstanding.
REIMBURSEMENT AGREEMENT:
As the draws described above are made, Rochester College will then reimburse the Bank for
those draws under the terms and conditions of the Reimbursement Agreement entered into
between Rochester College and the Bank. The Reimbursement Agreement between Bank One
and Rochester College will provide as follows:
1. So long as no default exists, the Company may defer payment of the principal portion of
its reimbursement obligation arising from Bonds being tendered and not remarketed
until the earlier of 180 days after the date of the drawing or the expiry of the L/C. Such
obligation will bear interest at the Bank One Prime rate plus 3.0% as it exists from time
to time.
2. Except for reimbursement obligations deferred pursuant to the item number immediately
above, Rochester College will be obligated to reimburse Bank One for all amounts
drawn under the L/C on the day of the drawing and any shortfall in reimbursement will
accrue interest at Bank One's, prime rate plus 3.00%.
3. Bank One may direct the Trustee to prepay the Bonds if there is a drawing under the L/C
not immediately reimbursed by Rochester College unless deferred pursuant to Item #2
above or if there is any other default under the Reimbursement Agreement.
4. The Reimbursement Agreement will include business covenants customary to term
financing to be mutually agreed upon by Bank One and Rochester College.
05/14/01 MON 12:21 [TX/RX NO 8649]
Dr. Kenneth Johnson
Mr. C. Mark Van R heenen
-5- May 14, 2001
C. Mark VapRheenen 248-218-2017 p.06 Monday, May 14, 2001 1:16 PM
SUPPORTING DOCUMENTS/COLLATERAL:
To secure its obligations under the Reimbursement Agreement, Rochester College will provide:
1. First Real Estate Mortgage on land and buildings located at 800 West Avon Road,
Rochester Hills, Michigan.
2. Mortgage title policy and survey provided by companies acceptable to the Bank.
3. Cross-liened and cross-defaulted to all other Bank One debt.
Bonds tendered under the tender option will be retained by the Trustee as collateral for
Rochester College's obligation to Bank One arising from the drawing under the L/C until the
Bonds are remarketed or the reimbursement obligation otherwise paid.
FINANCIAL STATEMENTS:
Rochester College will be obligated to provide to Bank One the following reporting:
1. Annual audited financial statements prepared by independent certified public
accountants satisfactory to Bank One.
2. Internally prepared quarterly fund summaries.
3. Quarterly pledge campaign updates.
4. Annual fiscal year budgets.
CONDITIONS PRECEDENT:
1. Designation of Bond Counsel and Trustee acceptable to Bank One.
2. Negotiation of satisfactory financial covenants.
3. Satisfactory compliance with Bank One's Environmental and Real Estate policies to be
provided under separate cover.
4. Documents prepared by Bond Counsel and other closing documents must be satisfactory in
form and substance to Bank One and its legal counsel.
PRINCIPAL COVENANTS:
To be negotiated.
In addition, the final documentation will include representations, warranties, and other covenants
of Rochester College standard for this type of facility.
The foregoing is intended to provide a substantive outline of the commitment of Bank One rather
than a complete statement of all terms, conditions and documents which would be required in
connection with the transactions described above. It is possible that substantive terms and
conditions may be changed in order to account for or reflect changes in statutory or regulatory
authorities governing the subject matter of the transaction.
Exhibit C
COMPANY CERTIFICATE REGARDING
TRANSFER OF EMPLOYMENT
(Rochester College Project)
The undersigned, Rochester College, 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
Oaldand 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 Rochester College Project (the "Project") pursuant to which the EDC expects
ultimately to issue its limited obligation economic developinent 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.
ROCHESTER COLLEGE, a
Michigan nonprofit corporation
By: C . 1116.04 Vaftel
Its: Executive Vice President
Dated: 5 1 1 to
Exhibit D
COMPANY CERTIFICATE REGARDING
PAYMENT OF PREVAILING WAGES
(Rochester College Project)
The undersigned, Rochester College, a Michigan nonprofit corporation (the "Company"),
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 Rochester College 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.
ROCHESTER COLLEGE
By: C - 114Lk4.t Va.v.
Its: Executive Vice President
Dated:
G:\E\EconDev\Oakland\BOND\RochColl\Oak EDC - Project Plan Form.doc
1"54,4
VISMIPOeff
ARBRCV5(THF." FOREGOING RESOLIJ7 7 I
Date I
"•••
JiookyFatterson. County Executive
11.111n11111•10nMMIS•111111111•11. .
Resolution #01154 June 14, 2001
Moved by Palmer supported by Moss the resolutions on the Consent Agenda,
as amended, be adopted (with accompanying reports being accepted and
appointments being confirmed).
AYES: Appel, Brian, Buckley, Causey-Mitchell, Crawford, Dingeldey,
Garfield, Gregory, Law, Melton, Moffitt, Moss, Obrecht, Palmer, Patterson,
Sever, Suarez, Taub, Webster, Amos. (20)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolutions on the
Consent Agenda, as amended, were adopted, with accompanying reports being
accepted and appointments being confirmed.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, G. William Caddell, 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 June 14, 2001 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 14 th /0.y o June, 2001
G. William Caddell, County Clerk