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HomeMy WebLinkAboutResolutions - 2002.11.21 - 26954November 21, 2002 MISCELLANEOUS RESOLUTION #02284 BY: PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION RESOLUTION APPROVING PROJECT PLAN (THE ACADEMY OF THE SACRED HEART PROJECT) - CHARTER TOWNSHIP OF BLOOMFIELD 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 Charter Township of Bloomfield, 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. NG AND BUILDING COMMITTEE Planning & Building Committee Vote: Motion carried on unanimous roll call vote with Garfield, Webster and Gregory absent DE-VEIL:01' :`).1n1 OF 'FITE COUIVI—i: V KLIND CaMitad County, i.v.ichigim Academy of the Sacred L'icart Project PROJECT PLAN CONTENTS I . 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" — Cost/Time Schedule "C" - Preliminary Site Map - Letter of Credit or Bond Purchaser's Commitment Letter - Company Certificate Regarding Transfer of Employment "F" - Company Certificate Regarding Payment of Prevailing Wage Other T ,1"( DESCRIPTION OE A OF S1CR-re.0 PROJECT OWNER OF PROJECT: Academy of the Sacred Heart, a Michigan nonprofit corporation CONTACT PERSON: (Name, address, telephone number) Marci Loomis 1250 Kensington Rd. Bloomfield Hills, MI 48304 (248) 646-8900 LOCATION OF PROJECT: (Local municipality) Bloomfield Charter Township, MI PROJECT AREA/DISTRICT AREA: See Exhibit A NATURE OF PROJECT: Various renovations/expansions/improvements and refunding of existing EDC Bonds EMPLOYMENT CREATED OR RETAINED: One Hundred Thirty Two (132) TOTAL PROJECT COST: $8,000,000 BONDS TO BE ISSUED: The Economic Development Corporation of the County of Oakland, $7,900,000 Variable Rale Demand Limited Obligation Revenue Bonds (Academy of the Sacred Heart Project), Series 2.002 ;', `'• ' •,•••• • c ',1) 3 Letter of Credit issuer: Allied Irish Bank Bond Purchaser Underwriter: NatCity Investments, Inc. Dr.A.TE 1-1_,'X.PI-1:1—ATION DATE OF LETTER OF E D OR. BOND PI-JE:',.CIIASI; COMNIF Letter of Credit to be dated as of the Bond issuance date (currently anticipated to be November 26, 2002) and to expire five (5) years from such date. ARCIECT ELAN THIS PROJECT PLAN WAS PREPARED FOR THE ECONOMIC DEVELOPMENT CORPORA HON OF THE COUNTY OF OAKLAND IN ACCORDANCE WITH THE REQUIREMENTS OF THE ECONOMIC DEVELOPMENT CORPORATIONS ACT, ACT NO. 335 OF THE MICHIGAN PUBLIC ACTS OF 1974, AS AMENDED. THE UNDERSIGNED HAS PROVIDED ALL OF THE INFORMATION CONTAINED HEREIN AND ITEREBY 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 INACCU- RACY, COULD RESULT IN THE INVALIDATION OF THE ECONOMIC DEVELOPMENT CORPORATION PROCEED- INGS REGARDING THE PROJECT TO WHICH THE PROJECT PLAN PERTAINS. ACADEMY OF THE SACRED HEART, a Michigan nonprofit corporation By: e ""•,- L'7, S ister 13ridget Bear, RSCJ Its: Headmistress Dated: 9 oc3-6\(:31f- ZC PROJE nT 'FLA i"‘.1 „, T7Tyi c\TG- r l A TUT ('"" Y Ak..;14 _ A C Al)EiVIY TIIE SA (iRF.,11) I. THE LOCATION AND EXTENT OF EXISTING STREETS AND OTHER PUBLIC FACILITIES 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: The Project is to be completed at (i) 1250 Kensington Rd., Bloomfield Hills, MI on property owned by the Academy of the Sacred Heart and (ii) 41318 Squirrel Road, Bloomfield Hi on property currently owned by Jesse and Andrea Crookston. 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: The Project Area contains various buildings and improvements, including a multi -story school building, athletic fields and open or vacant space. The Project consists of improvements or enhancements to the school building, construction of, or acquisition from an adjoining land owner) and improvement to an existing residence and improvements to open space on the school 's campus. III. THE LOCATION, EXTENT, CHARACTER, AND ESTIMATED COST OF THE IMPROVEMENTS, INCIJUDING REHABILITATION CONTEMPLATED FOR THE PROJECT AREA, AND AN ESTIMATE OF THE TIME REQUIRED FOR COMPLETION: See attached Exhibit B for project description; see attached Exhibit C for site map. IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF CONSTRUCTION PLANNED, AND THE ESTIMATED `11ME OF COMPLETION OF EACH STAGE: See attached Exhibit B. V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO I3E LEFT AS OPEN SPACE AND TEE USE CONTEMPLATED FOR THE SPACE: Sec site map attached herclOas E.:-Ii1;•it C. 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: Not applicable. 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 COMMff MENT LETTER: The Academy of the Sacred Heart anticipates requesting the Economic Development Corporation of the County of Oakland to issue $7,900,000 in variable rate demand limited obligation revenue bonds. Credit enhancement for the bonds will be provided by Allied Irish Bank in the form of a direct pay letter of credit. The bonds will be sold to NalCity Investments, Inc. Additional funds required for completion of the Project will be provided by internally generated funds. Copy of Letter of Credit or bond purchaser's commitment letter attached as Exhibit D. 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 F. 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: The Project will be managed solely by the Academy of the Sacred Heart. 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 13 BEING UNDERTAKEN, TO THE EXTENT THAT INFORMATION IS PRESENTLY AVAILABLE: Not ar.,p1icabl,e.. XII. IF THERE IS NOT AN EXPRESS OR IMPLIED AGREEMENT WITH A PERSON OR PERSONS, NATURAL OR CORPORATE, 'HIKE THE :PROJECT WILL BE LEASED, SOLD, OR CONVEYED TO THOSE PERSONS, THE PROCEDURES FOR 131MING 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 'III-TOSE IN EXISTENCE, THE NUMBER OF OWNER-OCCUPIED AND RENTER-OCCUPIED UNITS, THE ANNUAL RATE OF TURNOVER OF THE VARIOUS TYPES OF HOUSING AND THE RANGE OF RENTS AND SALE PRICES, AN ESTIMATE OF THE TOTAL DEMAND FOR HOUSING IN THE COMMUNITY, AND THE ESTIMATED CAPACITY OF PRIVATE AND PUBLIC HOUSING AVAlLAI3LE 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 465'3: 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 REIMBURSENIEN:C OF CERTAIN EXPEN SES TO DISPLACED PERSONS: Not Applicable OTIIER mATERL\T, AS TILE ECONOMIC DEVELOPMENT CORPORATION, LOCAL PUBLIC AGENCY, OR GOVERNING BODY CONSIDERS P:.:RT1NENT: i‘lot Ar.;pticable Thiit A s'm " Yl 1, t L GAL ti".2.1-PrUIR)NT, 1. 1250 Kensington Road Part of the Southwest 1/2 of Section 13, Town 2 North, described as: Beginning at the Nest corner, thence Sw th 00 degrees 42 minutes 52 seconds East 1352.44 1A; thence South 89 degrees 49 minutes 52 seconds East 1300.11 feet; thence North 01 degrees 11 minutes 52 seconds West 1348.21 feet; thence North 89 degrees 38 minutes 52 seconds West 1288.59 feet to the point of beginning. 2. Property situated in the Township of Bloomlleld, County or Oakland, Michigan, described as Sidwell g 1913-381-012, known as 4318 Squirrel Road. Legal Description: T2N, R1OE Sec. 13 Charing Cross Hamlet, Lot 1. r I,- T U / .1. it. Nil!. SC D •cs_ • ‘-‘ js.:. T7- A-7 Anticipated Anticipated Anticipated 1 eet Cost • Timeline 1 Timeline (start) (finish) First Draw 1 Februar:;,,, Architecture Fees: $75,000 January, 2003 Fall, 2004 2003 n .cie.c: rouse Building Costs: $3.1 million Summer, 2003 Fall, 2004 July, 2003 September, Furnishings: $500,000 Fall, 2004 Fall, 2004 2004 I Site Survey: $15,000 Fall, 1999 Spring, 1999 Ji.u-le, 1999 Land Survey: $19,000 February, 2001 March, 2001 April, 2001 I Soil Testing: $13,000 May, 2001 June, 2001 1 July, 2001 Spring, 2003 1 Spring, 2003 Locker Rooms: $212,000 1 July, 2003 1 Athletic Facility Coaches Office: $100,000 January, 2003 Spring, 2003 August, 2003 Middle School Athletic Field: $225,000 Spring, 2003 Fall, 2003 2='! u!Jus t 2003 August, , 1 1 r-, ! ! i , .._,, onstructon: $700,000 May, 2009 September, 2002 June, 2002 1 Architecture: $75,000 Spring, 2001 Fall, 2002 Ma-‘7 200') May, Heatir cr (ST. Air Conditioninc-- $140 000 Summer, 2002 Fall, 2002 July, 2002 -0 0- , 3rd Floor Renovation , ; Furnishings: $50,000 Summer, 2002 I Fall, 2002 July, 2002 N ov en-lb er, Technology: $30,000 Summer, 2002 Fall, 2002 2002 I Soo ternb!=q-, Infrastructure (Sound Engineering): $30,000 Summer, 2002 1 Winter, 2002 2002 ; November, 1 pr Room A rrhitecture: $15,000 Summer, 2002 Fall, 2002 ! i 2002 ! 1 November, I I Construction: ti $1 00„000 1 Summer, 2002 Winter, 2002 I 1 200- - I Anticipated Anticipated I ati ,-: „--;: Cost . Timeline Timeline Anticip cc First Draw (start) (finish)), b 1 Furnishings: $12,000 Summer, 2002 Winter, 2002 Novemer, 1 2002 i I December, Technology: $7,200 Summer, 2002 Winter, 2002 2002 1 I Infrastructure (Sound Engineering): $6,000 Summer, 2002 Winter, 2002 December, 2002 Architect-re: $25,000 Spring, 2003 Winter, 2003 'July, 2003 Construction: $300,000 Spring, 2003 Fall, 2003 August, 2003 ; 1 - TiptIS Residence Sep tember, Technology: $3,000 Si:-/—inc, 2003 .- 4:), Fall, 2003 2003 Moving Expenses & Storage: $15,000 Spring, 2002 Fail, 2003 June, 2002 Faculty Computers: $150,000 Summer, 2002 Fall, 2002 August, 2002 Infrastructure Support: $50,000 Summer, 2002 Fall, 2002 July, 2002 1 1 Mobile Technology 1 Laptop Carts: $100,000 Summer, 2002 Fall, 2002 July, 2002 Sc2otember, Professional Development: $20,000 Summer, 2002 Fall, 2003 2002 Stage Curtains: $40,000 January, 2003 Summer, 2003 May, 2003 i1 May, I Stage Lights: $40,000 January, 2003 Summer, 2003 May/ 2003 Performing -2,1:ts Center I Blackout Curtains: $2,000 January, 2003 Summer, 2003 May, 2003 T (x7"'t:b0="-d- $'2',100 January, 2003 Summer, 2003 May, 2003 I -D--` — - --- - i Dccen-Lber, . jMILL:Lon 1 I 700? —i- ..31-Li:nisi:fa".:_on Cosf_s :700,000 August, 2001 Aug-ust, 7002 1 August, 2001 I . .i...,-.-._:_,..._.:._: -,:., ,. L.:: : 1 37,994,200 1 t C !? I! 11 1 1,1 1.1 L 4 ti L1Ii ui '0,].11111 )(Th 0 trz.11, St (ii) $ \;= \ .7() .(-^‘ (;;'\ ' 1 Cl) CL et I, II 11 1i , -11111 EL 0111-_l j FIT ELI / Ii 11 II !? 111.7 - =7 • 0 r- 0 \---- 0 0'..& t II IL Nwv. P. ( ,,I 4 %,...,.-.1 1.1 ."1 ti 1 d! 1!I LErrER CRE.Di'r OR BOND PURCHASER'S COMMITMENT LEITER July 30, 2002 Scuth LS,7111(.? S ..Qet Suite 900 Chicae,o,11_ 60603 Telephone (312) 759-5630 Facsimde (312) 759-5000 www.aibny.corn Rrpri3.sente:tive Glare Academy of the Sacred Heart Attn: Marcie Loomis, Business Officer 1250 Ken nsington Road Bloomfield Hills, MI 48304 irrevocable Direct Pay Letter of Credit for the Aca demy of the Sacred Heart Dear Marcie, Subject to the: and conditions set forth in this letter, we are pleased to advise you that Allied Irish Banks plc., New York Branch (the "Bank") has approved the following credit facility options to be issued by Allied Irish Banks p.l.c. on the principal terms as described herein upon which the Bank would issue a facility, either Option or Qption 2, for the account of the Academy of the Sacred Heart (the "Counterparty"): Qjgionl : A Bridge Loan facility in an amount up to $3,400,000 (three million four hundred thousand dollars), including interest, AND A Letter of Credit in an amount up to $1,600,000 (one million six hundred thousand dollars), including interest. Op_tipn 2 : ci A Letter of Credit in an amount up to $8,000,000 (eight million dollars), including interest. The Counterpart)/ may choose to use Option 1 as an interim financing tool to be refinanced through the Bank with Option 2. However, at no time can the Bank's maximum exposure exceed $8,000,000 (including interest). This letter outlines the principal features of the credit facility options. However, the terms of the facilities are ultimately conditioned upon the execution of legal documentation satisfactory to the Bank. The principal icons and conditions of the facilities shall include, without limitation, the following: A. B. OR Counterparty: Academy of the Sacred Heart, a not-for-profit corporation, organized under the laws of the State of Michigan and exempt from taxation pursuant to Section 50] (c)(3) of the internal Revenue Code. of thc Sa:1-00 11y.ar'. 07,/,),7 / A. Up to S3,400,000 (three million four hundred thousand dollars) including interest. 13. Up to :',,;1,600,000 (one million six hundred thousand dollars), including interest. Fac;fity 0 Up to $8,000,000 (eight million dollars), including interest. Facility: Purpose: initial rferra: Renewal 'Ferns: Annual Fee/ interest Margin: / A. Bridge loan facility 13. Direct Pay Letter of Credit Optioit Li Direct Pay Letter of Credit OptiorLI A. Bridge Loan proceeds to be used to refinance existing note payable, construct a house for the Sisters, and to renovate the third floor to provide for classrooms for an expansion into a new boys middle school. B. Replace 13ank One Letter of Credit that supports the Academy's existing bond issuance. Option 2 Li To refinance all existing debt and reimburse funds spent on capital projects ($3m), construct a house for the Sisters ($450k), renovate the third floor to provide classrooms for an expansion into a new boys middle school ($2.7m), and a' Id athletic fields ($1.8m). • Option] A. Maximum I 2-month bridge financing. 13. 5 years from date of closing. Option .2 c] 5 years from date of closing. The Letter of Credit shall be extendable annually on the anniversary of issuance thereafter, upon rcquesL of the Countcrparty and at the sole discretion of the Bank. Op/ion ] A. 120 basis points (1.20%) margin on the Bridge Loan amount. B. 120 basis points (1.20%) of the Letter of Credit amount, payable quarterly in advance computed on an actual/360-day basis. Option 2 0 120 basis points (1.20%) of the Letter of Credit a mount, payable qt3arIcrly iJi advance comHited on an actual/360•day basis. (.7piion / A. N/A B. 5100 per draw. 1)ri.e Fees: Option 2 0 $100 per draw Principal Repayment: Ontion A & B. Both facilities to be refinanced with long term bond financing. Oplion 2. O Capital campaign proceeds and cash flow from operations. Based on a bond amortization of 30 years. Security: Option/ &2 Unsecured Covenants: O Maintain Sacred Heart sponsorship. O Minimum net assets of $10m. O Minimum debt service coverage of 1.25:1.0. Debt Service Coverage will be defined as: net excess (excluding extraordinary items and excluding realized and unrealized gains/losses on investments) + depreciation + interest - capital campaign pledges + capital campaign cash receipts] DIVIDED BY Principal and interest payments. ci No additional borrowing without written approval of the Bank. O Negative pledge on all assets of the Academy. O Build up of cash and investments as follows: - EYE 06/03 $3.0m - FYE 06/04 $3.5m - FYE 06/05 $4.0m - FYE 06/06 $4.5m FYE 06/07 $5.0m O No additional material CAPEX (over $350k per year) without I3ank approval. O No material transfer of assets. O Construction to be completed within 24 months. Preconditions: Option 1 Sr. 2 Guaranteed maximum fixed price contract. Documentation: Subject to formal legal documentation acceptable to the Bank. Such documents shall be prepared by and be in form and substance acceptable to Bank's legal counsel. Legal Fees: The reasonable costs and expenses of the Bank (including, without limitation, the reasonable fees and expenses of Counsel to the Bank) arising in connection with the preparation, execution and delivery of the Bond documents and related documents contemplated hereby, shall be paid by the Counterparty whether or not the Letter of Credit is isstied or the transactions contemplated hereby are col isumma Led. All such lees and expenses shalt be payable at closing or on demand. Ac my of the S:l.a(2.(.1 11 C tt 1WOUS; The issuance of the Letter of Credit is conditioned upon the. negotiation, execution and delivery of definitive bond docuinentation (the "Bond Documents") satisfactory to the Bank, including and without limitation to a reiMbursement agreement (the "Reimbursement Agreement"), and all necessary assignment documents, which include, in addition to other customary provisions, representations, warranties, affirmative and negative covenants, conditions of.. borrowing and events of default (including, and without limitatiou, any set forth herein) the Bank may deem appropriate for this transaction. The Bank is under no obligation to issue the Letter of Credit until the Bond Documents are executed and delivered. Governing Law: State of New York Tenni Lia tic ii: Skming Commitment Letter. The obligation of the Bank under this Commitment is subject to receipt by the Bank of the Agent's written acceptance of this Commitment within twenty-one (21) calendar days from the date of this letter. in the event that an executed copy of this letter is not received on or before the expiration of said period, this.Commitment shall be of no force or effect. Adverse Change. The Bank may at its sole and absolute discretion terminate this Commitment if any adverse change occurs with respect to the Agent and/or Counterparty the respective properties of their respective business operations or any collateral or other source of repayment relied upon by the Bank in issuing this Commitment. Closim, Pate. This Coaunitment shall expire and be deemed to be of no further force or effect if for any reason the transaction herein and contemplated is not consummated within ninety (90) days of the date of this Commitment. Other Reasons. The Bank reserves the right to terminate this Commitment in the event that any facts or circumstances come to light that could have a negative impact on the business operations or reputations of the Agent or the Co tin terp arty. A1:lc!v uiiie S!c ft 10-,P1,02L.0 Lynn Daly Senior Vice President Douglas Warren Vice President Title: 1:))1)5/Rt-S5 /91,1/iY,?.ger a Name: IC the 1oreoin2.: terms and COIlditiens are satisfactory, please ci -L-1-1.1l'y your acceptance therud. by havirw one of the two enclosed originals of the commitment letter signed and dated by authorized signatories fur the Counterparty and returned to our office no later than 21 days fro in the date of this hatter. We welcome the opportunity to offer this financing to you and look fcrward to developint ,, a long relationship with the Academy of the Sacred Heart. Should you have, any questions or require additional information, please do not hesitate to call Lynn Daly at (312) 759-5682 or Grep;ory Brown at (312) 759-5697. Sincerely, Accepted this g_Day of LE, 2002 d Signed: • ) Name:6rid"ce-t BeKi 155 Title: kii%riM Acad....lily of Itic.S:wicti ltl e,art I By: its: it F COMPANY CERTIFICATE I-UrGARDING TRANSFER OF EMPLOYMEiNT (n.demy of the Sacred Heart Project) The undersigned, Academy of the Sacred Heart, 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 Academy of the Sacred Heart 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 to the Township of Bloomfield, 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 arc issued by the EDC for the benefit of the Project. Audenry of tl .te Sacred Heart, a Michigan nonprofit corporation T--, , \r" Dated: C\ OcIccnl' ?OD By: Its: („\ 1 1 COi\'PANY CE RT C A VEiEii , RD IN G O'g PRE VA I WA, GE S (Acadyray of the Sacred Heart Project) The undersigned, Academy of the Sacred Heart , 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 Academy of the Sacred Heart 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. Academy of the Sacred Heart, a Michigan nonprofit corporation Dated: 0,4D fDO - #75 ,106v2 r'-q0LUTION I HEREBY A1,110\1; G. William Caddell, County Clerk Resolution #02284 November 21, 2002 Moved by Palmer supported by Melton the resolution be adopted. AYES: Douglas, Galloway, Garfield, Gregory, Law, McPherson, Melton, Middleton, Moffitt, Moss, Obrecht, Palmer, Patterson, Sever, Suarez, Taub, Webster, Amos, Appel, Buckley, Causey- Mitchell, Coleman, Crawford, Dingeldey (24) NAYS: None. (0) A sufficient majority having voted, therefore the resolution was adopted. 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 November 21, 2002, 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 21st day of November, 2002.