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HomeMy WebLinkAboutResolutions - 2004.02.05 - 27490February 5, 2004 MISCELLANEOUS RESOLUTION 104031 BY: PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION RESOLUTION APPROVING PROJECT PLAN (THE CATHOLIC CENTRAL HIGH SCHOOL OF DETROIT PROJECT) - CITY OF NOVI 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 Novi, 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 Planning & Building Committee Vote: Motion carried on unanimous roll call vote ' THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND Oakland County, Michigan Detroit Catholic Central High School 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 Other PROJECT PLAN SUMMARY DESCRIPTION OF DETROIT CATHOLIC CENTRAL HIGH SCHOOL PROJECT OWNER OF PROJECT: Detroit Catholic Central High School, a Michigan corporation that is tax-exempt under Section 501(c)(3) of the Internal Revenue - Code CONTACT PERSON: Rev. Richard J. Elmer President Detroit Catholic Central High School 14200 Breakfast Drive Redford, Michigan 48239 (313) 534-1375 LOCATION OF PROJECT: Novi, MI PROJECT AREA/DISTRICT AREA: See Exhibit A NATURE OF PROJECT: The project consists of the construction of a replacement high school (the "Project"). EMPLOYMENT CREATED OR RETAINED: Approximately 87 permanent jobs retained. TOTAL PROJECT COST: $33,730,000 BONDS TO BE ISSUED: $33,730,000 LETTER OF CREDIT ISSUER OR BOND PURCHASER: Presently negotiating with Fifth Third Bank for Letter of Credit. Lancaster Pollard & Co. will be bond purchaser. DATE AND EXPIRATION DATE OF LETTER OF CREDIT OR BOND PURCHASE COMMITMENT: Draft of Letter of Credit Commitment is dated January 16, 2004 and will expire after January 28, 2004. ea./31- CATHOLIC CENTRAL HG PAGE 02 01/16/2004 17:29 3135342789 1 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, W 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. DETROIT CATHOLIC CENTRAL HIGH SCHOOL, a Michigan corporation 2 Its: President Dated: January 16.2004 01/16/04 FRI 16:26 [TX/RX NO 6439] PROJECT PLAN STATUTORILY REQUIRED INFORMATION REGARDING DETROIT CATHOLIC CENTRAL HIGH SCHOOL 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: The Project Area is comprised of a 60-acre parcel of land in Novi, Michigan. The land was donated to Detroit Catholic Central High School by metropolitan Detroit's PeBerko family. No public uses exist or are planned for such property. Legal description of Project Area attached as Exhibit A. IL 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: No buildings or other man-made structures previously occupied the Project Area. It is projected that the project will be completed by August 2005. 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: Construction costs will total approximately $31,550,000. Other monies have been included in the par amount of the Bond issue to cover capitalized interest, costs of issuances, and expenses associated with the Bond issue. Work on the Project began in August 2003 and is expected to be completed by August 2005. (See also IV for more detail) 4 IV. A DESeltIPTION OF THE CONSTRUCTION OR STAGES OF CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF EACH STAGE: Preliminary sitework: January, 2004 Construction: August, 2005 (See also III) V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE: Parts of the Project Area not to be occupied by the high school facility will be utilized for athletic fields and greenspace. 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: No further zoning changes are necessary. The Project is in compliance with all zoning requests. 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 will be financed with tax-exempt bonds issued by the Economic Development Corporation of the County of Oakland, sold to institutional investors, and is expected to be secured by a Fifth Third Bank direct pay letter of credit. Copy of Draft Letter of Credit commitment attached as Exhibit B. 5 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): Company certificate regarding payment of prevailing wages attached as 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: Rev. Richard J. Elmer, President 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 Detroit Catholic Central High School, which will own the property and have operations within the facility. XIL 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 AND SALE PRICES, AN ESTIMATE OF THE TOTAL DEMAND FOR HOUSING IN THE 6 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 7 Revision No. 1 Commitment No, 82-704162 File No. 82-704152 Amount FROM :CCHS Business Office NOV. 7.2003 2:00PM FRX NO. :13135342694 Nov. 10 2003 09:14AM P2 NO. 1890 P, 1/6 - COMMITMENT FOR TITLE INSURANCE SCIMULE A Your Ref: 1. Effective Date: April 22, 2003 at 8:00 a.m. 2. Policy or Policies to be issued: (a) Owner's Policy Proposed Insured: (b) ALTA Loan Policy: 10-17-92, without exceptions. 57130 Proposed Insured: Prospective Mortgagee 3. The estate or interest in the land described or referred to in this Comnitment and covered herein is fee simple and is at the effective date hereof vested in The Catholic Central High School of Detroit 4. The land referred to in this Commitment is situated in the City of Novi. County of Oakland. State of Michigan. and described as follows: Parcel 1 • A part of the Northeast quarter of Section 18, Town 1 North. Range 8 East. City of Novi, Oakland County. Michigan. Described as beginning at a point on the North.-South quarter line of Section 18, said point being distant South 00 degrees 15 minutes 03 seconds EAst 1320.00 feet from the North quarter corner of Section 18; thence from said point of beginning South 89 degrees 31 minutes 51 seconds East 1097.20 feet;.thence South 01 degrees 10 minutes 03 seconds East 259.17 feet; thence North 89 degrees 19 minutes 00 seconds East, 938.17 feet; thence North 03 degrees 41 minutes 00 seconds West 120.16 feet; thence North 89 degrees 19 minutes 00 seconds East 600.00 feet to the East line of Section 18 (Nominal C/L of Wixom Road; thence South 00 degrees 41 minutes 00 seconds Eat 280.92 feet along said East line; thence North 89 degrees 19 minutes 17 seconds West 302.50 feet; thence South DO degrees 41 minutes 00 seconds East 297.40 feet; thence North 89 degrees 19 minutes 17 seconds West 133.11 feet; thence South OD degrees 41 minutes 00 seconds East 170.08 feet; thence South 89 degrees 23 minutes 05 seconds East 435.60 to said East line of Section 181 thence along said Section line South 00 degrees 41 minutes 00 seconds East 79.00 feet; thence North 89 degrees 23 minutes 05 seconds West 435.60 feet: thence South 00 degrees 41 minutes 00 seconds Eat 100.00 feet; thence North 89 degrees 23 minutes 05 seconds West 2210.18 feet to the North-South quarter line of Section 18: thence along. said North-South line North 00 degrees 15 minutes 03 seconds West 1028.04 • i FAX NO. :13135342694 Ncv. 10 2003 09:15AM P3 NO. 1890 P. 1/6 FROM :C.66 Business Office NOV. 7.2003 2:01PM Revision No. 1 Commitment No. 82-704162 - feet to the point of beginning. Parcel 2 Part of the Northeast quarter of Section 18, Town 1 North. Range 8 East. City of Novi, Oakland county, Michigan, being more particularly described ascoMmencing at the North quarter corner of said Section 18 and proceeding along the North-South quarter line of Section 18 South 00 degrees 15 'minutes 03 seconds East 1308.50 feet: thence North 89 degrees 19 minutes 00 seconds East 99.37 feet to the point of beginning: thence continuing North 89 degrees 19 minutes 00 seconds East 2537.88 feet: thence South DO degrees 41 minutes 00 seconds East 172.66 feet along the East line of said section also being the centerline of Wixom Road (66 feet wide): thence South 89 degrees 19 minutes 00 seconds West 600.00 feet; thence South 00 degrees 41 minutes 00 seconds East 120,18 feet; thence South 89 degrees 19 minutes 00 seconds West 938.17 feet: thence North 01 degrees 10 minutes 03 seconds West 269.17 feet: thence North 89 degrees 31 minutes 51 seconds West 1011.07 feet: thence North 44 degrees 32 minutes 02 seconds East 18.80 feet to the point of beginning, • Excepting from Parcels 1 and 2: Part of the Northeast quarter of Section 18. Town I. North i Range 8 East. City of Novi, Oakland county. Michigan being more particularly described as commenctng at the North quarter corner of said Section 18 end proceeding along the North-South quarter line of Section 18 South 00 degrees 16 minutes 03 seconds East 1320.00 feet to the point of beginning: thence North w degrees 31 minutes 51 seconds Eat 86.14 feet; thence South 44 degrees 32 minutes 02 seconds West 122.26 feet: thence along the North-South quarter line North OD degrees 15 minutes 03 seconds West 87.86 feet to the point of beginning. Parcel 3 North 100 feet of the South 412.3 feet of the East 435.6 feet of the Southeast quarter of the Northeast quarter of Section 18. Tom 1 North. Range 8 East. City of Novi. Michigan. vacant Wixom Rd. CACIldl ALTA Commitment • sten..i.a.. a NOV. 112003 2:01PM K0.1890 P. 3/6 FROM :CCHS Business Office yip NO. :13135342694 Nov. 10 2003 09:15AM P4 Revision No. 1 Comnitment No. 82-704162 SCHEDULE 11-SECTION I REDUTREMENTS The following are the requirements to be complied with: 1. Standard requirements set forth on inside front cover. 2. Instruments necessary to create the estate or interest to be Insured must be properly executed, delivered and duly filed for record. 3. Submit evidence, satisfactory to the Company. that The Catholic Central High School of Detroit is a legal entity. 4. Submit a Copy of the Resolution of the Board of Directors of The Cmtholic Central High School of Detroit authorizing the corporation to borrow ST80 and directing the proper officers to execute the proposed mortgage on behalf of the corporation. 5. Mortgage executed by The Catholic Central High School of Detroit to recited mortgagee in the amount indicated, 6. 'Submit a satisfactory sup certified to the _Company. This commitment will be subject to such her requirements and/or exceptions as my then be deemed necessary. This cmcmitment will be subject to such further requirements as may than be deemed necessary. 7. For purposes of the Loan Policy to be issued record Notice of Comencement relative to construction on the subject property. 8. For 'purposes of the Loan Policy to be issued submit evidence satisfactory to the Company that the Designee identified in the aforementioned Notice of Commencement will submit to the Company all Notices of Furnishing received by said Designee. 9. Furnish Sworn Statement and Waivers of Lien. satisfactory to the Company, showing payment or release of lien rights covering improvements made on the subject property. 10. Submit to the Company satisfactory evidence that the property to be Insured herein is not subject to either a Commercial or Industrial Facility Tax as established under Act 198 of Public Acts of 1974 or Act 255 of Public Acts of 1978. Should either tax apply, submit evidence satisfactory to the Company that all such taxes have been paid. 11. PAYMENT OF TAXES: Tax Identification No. 22-18-200-010 2002 Winter tax paid in .the amount of $884.76 2003 Summer tax due in the amount of $2.198.25. plus penalty and interest. if any. FROM :OCHS Business Officc NOV. L 2003 2:01PM FRX NO. :13135342694 Nov. 11a 2003 09:15RM P5 NO.7890 P. 416 Revision No. 1 Conadtment No. 82404152 NOTE: The above taxes are assessed as follows: Town 1 North. Range 8 East. Section la. North 100 feet of South 412.3 feet of East 436.6 . feet of SoUtheast quarter.of Northeast quarter. Tax Identification No. 22-18-200-014 2002 Winter tax paid in the amount of 52.227.19 2003 Summer tax due in the amount of $3.691.54, plus penalty. and interest, if any. NOTE: The above taxes are assessed as follows; Section 18 part of the Northeast quarter beginning at point distant South 00 degrees 41 minutes 00 seconds East 511.89 feet from Northeast section corner; thence South 00 degrees 41 minutes 00 seconds East 331.66 feet: thence South 89 degrees 19 minutes 00 seconds West 600 feet: thence South 00 degrees 41 minutes 00 seconds East 384 feet: thence North 89 degrees 19 minutes 00 seconds East 600 feet; thence .South 00 degrees 41 minutes 00 seconds East 172.56 feet: thence South 89 degrees 19 minutes 00 seconds West 600 feet: thence South 00 degrees 41 minutes 00 seconds East 120.18 feet: thence South 89 degrees 19 minutes 00 seconds West 938.17 feet: thence North 01 degrees 10 minutes 03.seconds west 29.17 feet; thence South 89 degrees 31 minutes 51 seconds East 230.27 feet: thence North 00 degrees 44 minutes 12 seconds West 797.44 feet; thence South 88 degrees 46 minutes 44 seconds East 1311.60 feet to beginning.. NOTE: The above taxes are assessed against a larger parcel than the land U-5e insured herein. Tax Identification No. 22-18-200-015 2002 Winter tax paid in the amount of S25,052.46 2003 Ulmer tax due in the amount of $40,983.19. plus penalty and interest, if any. Pomo 1004-1111 (flom. 6-1-47) Page 6 Willi :LUIS Business Uffice NOV. 7.2003 HUM MX MU. :141.5.S4V.694 Nov. 10 200.5 0V:15H1'1 Vb 0.7830 P. 5/6 Revision No. 1 Commitment No. 02-704162 MIE: The above Lases are assessed as follows: Secton 18 Part or Northeast quarter beginning at w point distant South 00 degrees 15 minutes 03 seconds East 1340 feet corm Worth quarter corner, thence South 69 degrees 01 minutes 51 seconds Eat 1097.20 feet: thence South 01 degrees 10 Minutes Q3 seconds Fat 259.17 feet: thence North 89 degrees 19 -minetes 00 seconds East 938.17 feet: ' . thence North 00 degrees 41 minutes 00 seconds West 1R0.18 feet; thence North 89 degrees 19 minutes 00 seconds East 600 feet: thence South 00 degrees 41 minutes 00 seconds Eat 280.92 feet; thence North 89 degrees 19 minutes 17 seconds West 307.50 feet; thence South OQ degrees 41 minutes 00 seconds East 297.40 feet; thence North 89 degrees 19 minutes 17 seconds West 133.11 feet: thence South 00 degrees 41 minutes 00 seco 3 East 170.08 feet; thence South 81 degrees 23 minutes Ob seco s East 436.60 feet; A thence south Oe degrees 41 minutes 00 seconds feet: thence North 89 degrees 23 minutes.06 seconds Wes 435.eo feet: thence South uo degrees 41 minutes 00 seconds Eat 100 feet; thence North 09 degrees 23 minutes OS seconds West 2210.10 feet; thence Worth 00 degrees 16 minutes 03 seconds West 1028.04 feet to beginning.. Tax Identification No. 22-10-200-001 2002 Winter tax paid in the amount of 51,142.04 2003 Sumner tax due in the amount of $7.110.76. plus penalty end interest, if any fM: The above taxes are ISSessed as follow -is; Town 1 North. Range 8 East, Section 18 part of Northeast quarter beginning at North quarter corner; thence South 08 degrees _85 minutes 1/ seconds East 1316.66 feet: thence South 00 degrees 44 minutes la secondsFast 1306.18 feet: than North 89 degrees 31 minutes 61 seconds West 1327.47 feet: thence North 00 degrees 15 mtnuLes 03 seconds West 1320 feet to beginning.. NOTE: The above taxes are assessed against a larger parcel than the land tf-Oe insured herein. SCHED ;p ULE 13-SECTION VC Excrams lfgIga:X:NMercirt341Vriniltgiri: the following gli 01:31 othtifgrt Cnmpany. 1. Standard exceptions set forth on inside back cover. 2. Defects, ens. encumbrances, adverse claims or other matters. if any. created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 3. Taxes and assessments that become a lien against the property after date rakor g FROM :CCHS Business Office FAX NO. :13135342694 Jan. 20 2004 01:41PM P2 • fifth Third Bank January 16, 2004 Rev. Richard J. Elmer President The Catholic Central Nigh School of Detroit 14200 Breakfast Drive Redford, Nil 48239 Re; The Catholic Central High School of Detroit $34,145,850 Letter of Credit Commitment Latter The Catholic Central High School of Detroit (the "Borrower") has advieeci Fifth Third Bank ("Fifth Third") that the Borrower wishes to arrange for the issuance of a $34,145,850 irrrevocable direct pay letter of credit (the "Credit Facility") for the account of the Borrower to Serve u credit enhancement and liquidity support for $33,730,000 tax exempt variable rate demand bonds to be issued by The Economic Development Corporation of Oakland County for the benefit of the Borrower to finance the construction and equipping of the Borrower's new high school facilities in Novi, Michigan (such transaction and ail transactions in connection with, or otherwise relating to, this letter or the Credit Facility, the "Transactions"). Fifth Third is pleased to advise the Borrower that it is willing to act as sole and exclusive arranger (the "Arranger") for the Credit Facility. Additionally. Fifth Third is pleased to advise the Borrower that it Is willing to provide up to $24,500,000 (the "Bank Commitment") in the aggregate of the Credit Facility and to act RS administrative agent in respect thereof. Attached hereto as Exhibit A is a Summary Term Sheet (the "Term Sheet") setting forth the principal terms and conditions on which Filth Third is willing to make available the Bank Commitment and to act as sole and exclusive arranger for the Credit Facility. The Bank Commitment Is conditioned upon, prior to the execution of the definitive documentation for the Credit Facility (the ''Credit Documents"), the successful syndication of st least $9,645,850 of the Credit Facility to one or more other lenders (together with Filth Third, the "Lenders"). Fifth Third will manage (in consultation with the Borrower) all aspecta of the syndication, including decisions as to the selection of institution; when their commitments will be accepted, the alloctitiens of the commitments among the Lenders and the amount and distribution of fees among the Lenders, if Fifth Third is unable to syndicate at least $9,645,1350 of the Credit Facility on the terms described in the Term Sheet and such tams ere modified to successfully complete the syndication, then such modified terms will be subject to the consent of the Borrower. Fifth Third agrees that any increase In the fees act forth in the Term Sheet which Borrower may consent to in order to successfully complete the syndieetion shall not result in a corresponding right of Fifth Third to increase its fees with respect to its 'Bank Commitment. With respect to any other metiers other than fees, all Lenders will have the same terms. Fifth Third has commenced syndication efforts. The Borrower egreciti to actively assist Fifth Third in completing a syndication satisfactory to Fifth Third, including without limitation providing all Information requeeted by Fifth Third, making the Borrower's officers and advisors available to Fifth Third and the Lenders and for a meeting with the Lenders and assisting in the preparation of materials to be used in connection with the syndication. 01/20/04 TUE 13:45 ITX/RX NO 8455] Jan. 20 2004 01:41PM P3 -FROM :CCHS Business Office FAX NO. :13135342694 . 1. I The Bank Commitment and Fifth Third's agreement to perform the services described herein are subject to (a) the satisfactory completion of all due diligence that Fifth Third may require, including without limitation all financial and legal due diligence, (b) the absence of any material adverse condition or material adverse change in or affecting the business, operations, property, condition (financial or otherwise) or prospects of the Borrower, (c) the absence of any information or other matter which is inconsistent in it material and adverse manner with any information or other matter disclosed to Fifth Third, (d) there not having occurred a material disruption of or material adverse change in financial, banking or capital market conditions that, in Fifth Third's judgment, could materially impair the syndication of the Credit Facility, (e) the negotiation, execution end delivery on or before April 30, 2004 of definitive documentation with respect to the Credit Facility satisfactory to Fifth Third and its counsel, (f) other Lenders providing that portion of the Credit Facility not being provided by Fifth Third, and (g) the other conditions set forth herein or in the Term Sheet or otherwise required by Filth Third. The Borrower agrees to indemnify and hold harmless Fifth Third and its officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an "indemnified person") from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this commitment letter (the "Commitment Letter"), the Credit Facility, the use of the proceeds thereof, any of the other Transactions, or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person upon demand fbr any legal or other expenses incurred In connection with the investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they wise from the willful misconduct or gross negligence of such indemnified person. The Borrower Anther agrees to reimburse Fifth Third and its affiliates for all of its reasonable expenses upon its request made from time to time (including, without limitation, all due diligence investigation expenses and syndication expenses), appraisal and valuation fees and expenses, audit foes, search fees, filing and recording fees and the reasonable fees and expenses elf counsel in connection with this Commitment Letter or the Credit Facility incurred in connection with the negotiation, preparation, execution and delivery, waiver or modification, collectien and enforcement of this Commitment Letter, the Term Sheet, and the Credit Documents and whether or not such fees and expenses arc incurred before or after the date hereof or any loan documentation is entered into or the Traneactions are consummated or any extensions of credit are madt under the Credit Facility or this Commitment Letter is terminated or expires. No indemnified parson shall be liable for any indirect, punitive or Consequential damages in connection with its activities related to the Credit Facility or any other Transaction. This Commitment Letter shall not be assignable by the Borrower without the prior written consent of Fifth Third, is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. This Commitment Letter may not be amended or waived except by an instrument in writing signed by the Borrower and Fifth Third. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery ef an executed signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter is the only agreement which has been entered into among us with respect to the Credit Fscilite and sets forth the entire understanding of the parties with respect thereto, This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of Michigan, without giving effect to choice of law principles. Each ef the parties hereto waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of this Commitment Letter or any of the Transactions, -2- 01/20/04 TUE 13:45 [TX/RX NO 84551 FROM :CCHS Business Office FAX NO. :13135342694 ),“ Jan. 20 2004 0142P11 P4 This Commitment Letter, the Term Sheet, the contents of any of the foregoing arid the activities of Fifth Third and/or its affiliates' pursuant hereto or thereto are confidential and shall not be disclosed by or on behalf of the Borrower to any person without our prior written conseht, except that the Borrower may disclose this Commitment Letter and the Term Sheet (i) to the Borrower's racers, directors, employees and advisors and, in each case, then only in connection with the Transactions and on a coefidential need-to-know basis and (ii) as the Borrower is required to make by applicable law or compulsory legal or regulatory proms (based on the advice of legal counsel); provided, however, that in the event of any such compulsory legal or regulatory process the Borrower agrees to give Fifth Third prompt notice thereof and to cooperate with us in scouring a protective order in the event of compulsory disclosure and that any disclosure made pursuant to public filings shell be subject to the prior review of Fifth Third. The Borrower will permit us to review and approve any reference to Fifth Third or any of its affiliates in connection with the Credit Facility or the other Transactions contained in any press release or similar public disclosure prior to public release. The Borrower agrees to pay Fifth Third one half of the commitment fee set forth in the Term Sheet (S51,218.78) upon acceptance of this Commitment Lotter. This commitment fee will be oredited towards the Borrower's commitment fee obligation upon issuance of the Credit Facility. If the Credit Facility Is never istrued because Fifth Third is unable to syndicate the remaining portion of the Credit Facility on terms acceptable to Borrower or because the conditions precedent to the issuance of the Credit Facility are not satisfied ate to no fault of the Borrower, then Fifth Third will refund to the Borrower all of the prepaid portion of the commitment fee. In addition, the Borrower shall deposit $1.0,000 with Fifth Third upon acceptance of this Commitment Letter to be held as 4 reserve and applied as needed to pay any fees, coats, expenses or other out of pocket costs incurred by Fifth Third in coencetion with the Transactions. The compensation, reimbursement, indemnification and confidentiality provisions contained herein shall remain in MI force and effect regardless of whether definitive Credit Documents shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Bank Commitment. If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet by returning to Lis executed counterparts hereof not later than January 28, 2004. The Bank Commitment and Fifth Third's agreements herein will expire at such time in the event Fifth Third has not received such executed counterparts by such time. We lock forward to working with you on this financing. Very truly yours, Fifth Third Bank Name: John Babb Title: Vice President Accepted and agreed to as of the date first written above by: The Catholic Central High School of Detroit By: . Name: Title: -3- 01/20/04 TUE 13:45 [TX/RX NO 8455] 5.an. 20 2004 0236PM P2 FROM :CCHS Business °Mee FAX NO.131373 i2691 Exhibit C COMPANY CERTIFICATE REGARDING TRANSFER OF EMPLOYMENT (The Catholic Central High School of Detroit Project) The undersigned, The Catholic Central High School of Detroit, a Michigan nonprofit corporation (the "Company"), hereby certifies to The Economic Development Corporation of the County of Oakland (the "EDC") as follows: 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 he employed by the Elle 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 Catholic Central High School of Detroit 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 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 Novi, Michigan, the municipality in which the Project will be located, but the necessary approval under the Act of such transfer from the City of Redford will be obtained prior to the closing of the proposed financing. 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. THE CATHOLIC CENTRAL HIGH SCHOOL OF DETROIT, a Michigan nonprofit corporation Its: t°26 5 / DC-AT Dated: o ZiP C-1 01/20/04 TUE 14:39 (TX/RX NO 84581 CATHOLIC CENTRAL HS PAGE 04 01/16/2004 17:29 3135342789 4 I a, " jhbit_p_ COMPANY CERTIFICATE REGARDING PAYMENT OF PREVAILING WAGES (Detroit Catholic Central High School Project) The undersigned, Detroit Catholic Central High School, a Michigan 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 Detroit Catholic Central High School 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. DETROIT CATHOLIC CENTRAL HIGH SCHOOL, a Michigan corporation By: Rev. Richard J. Elmer Its: President Dated: January 16..2004 D-1 01/16/04 FRI 16:26 [TX/RX NO 84391 G. William Caddell, County Clerk 4 # '14 Resolution #04031 February 5, 2004 Moved by Wilson supported by Law the resolution be adopted. AYES: Gregory, Hatchett, Jannian, Knollenberg, Kowall, Law, Long, McMillin, Moffitt, Moss, Potter, Rogers, Scott, Suarez, Webster, Wilson, Zack, Bullard, Coleman, Coulter, Crawford, Douglas, (22) NAYS: None. (0) A sufficient majority having voted therefore, the resolution, as amended, was adopted. zig/oct .1111n1. 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 February 5, 2004 with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of )he County of Oakland at Pontiac, Michigan this 5th day of February, 2004.