HomeMy WebLinkAboutResolutions - 2007.08.30 - 28385MISCELLANEOUS RESOLUTION #07201 August 30, 2007
BY: PLANNING AND BUILDING COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION RESOLUTION
APPROVING PROJECT PLAN (ORCHARD LAKE SCHOOLS PROJECT) - CITY OF ORCHARD LAKE
VILLAGE
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, that the
Project Plan satisfies all of the requirements of the Act regarding project plans and that a letter of credit
issued by a financial institution acceptable to the EDC will be available to pay debt service; and
WHEREAS the governing body of the City of Orchard Lake Village, 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, hereby certifies, approves and concurs in the determinations of the EDC with respect
thereto.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
determines that the Project Plan constitutes a public purpose as contemplated by the Act.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby certifies
and approves the Project Plan.
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.
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 unanimously on a roll call vote.
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAND
Oakland County, Michigan
Orchard Lake Schools 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
ORCHARD LAKE SCHOOLS PROJECT
OWNER OF PROJECT:
Orchard Lake Schools: S.S. Cyril & Methodius Seminary, Saint Mary's Preparatory ("Orchard
Lake Schools")
CONTACT PERSON: (Name, address, telephone number)
Joseph Lentine, Chief Financial Officer
(248) 706-5369
LOCATION OF PROJECT: (Local municipality)
City of Orchard Lake Village
PROJECT AREA/DISTRICT AREA: See Exhibit A
NATURE OF PROJECT:
Improvement of various school facilities
EMPLOYMENT CREATED OR RETAINED:
86 jobs retained
TOTAL PROJECT COST:
$9,8 Million
BONDS TO BE ISSUED:
$9,800,000
LETTER OF CREDIT ISSUER:
Comerica Bank
By:
Lentine
Its: t Ptiief Financial Officer
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.
ORCHARD LAKE SCHOOLS
Dated: August 14,2007
2
PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
ORCHARD LAKE SCHOOLS 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 public facilities exist within the project area/district area. The entire approximately
80 acres of land is owned by Orchard Lake Schools. The area is presently used principally as a
four-year secondary school for boys, and will continue to be so used upon completion of the
Project, and includes classroom buildings, dormitories, gymnasium and ice rink.
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 will be comprised of the (i) acquisition and installation of new furnaces, (ii)
construction of new roofs for certain buildings, (iii) renovation of high school dormitories, (iv)
construction of ten new high school classrooms, and (v) payment of certain costs of issuance of
the Bonds, all located in the City of Orchard Lake Village, Oakland County, Michigan.
The entire Project is expected to be complete within three years.
III. THE LOCATION, EXTENT, CHARACTER, AND ESTIMATED COST OF
THE IMPROVEMENTS, INCLUDING REHABILITATION CONTEMPLATED FOR THE
PROJECT AREA, AND AN ESTIMATE OF THE TIME REQUIRED FOR COMPLETION:
The components of the Project are listed in II above. The various improvements will be
completed over a three-year period.
3
IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF
CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF EACH
STAGE:
Construction will occur on the various components of the Project at various times, as will
be required to avoid as much disruption on the campus as possible.
V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT
AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE:
The existing open space will be largely unaffected by the Project.
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 expected to he financed with the proceeds of the EDC's fixed rate limited
obligation revenue bonds, which will be secured by a letter of credit issued by Comerica Bank.
4
IX. A STATEMENT REGARDING THE PAYMENT OF PREVAILING WAGE
AND FRINGE BENEFIT RATES AS DETERMINED PURSUANT TO ACT NO. 166 OF THE
MICHIGAN PUBLIC ACTS OF 1965, AS AMENDED (REGARDING WAGES ON STATE
CONTRACTS):
See Exhibit D
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:
Joseph Lentine, Chief Financial Officer
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:
Not Applicable
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
5
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
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
6
XVII. OTHER MATERIAL AS THE ECONOMIC DEVELOPMENT
CORPORATION, LOCAL PUBLIC AGENCY, OR GOVERNING BODY CONSIDERS
PERTINENT:
Not Applicable
7
Page 1 of 1
GENERAL INFORMATION
Site Address
3535 INDIAN TRAIL ORCHARD LAKE,MI 48324 -1623
Postal Address>
3535 INDIAN TRAIL, BLDG F ORCHARD LAKEM1,48324 -1623
Parcel ID
1811176012
Owners
ORCHARD LAKE SCHOOLS BLDGS> J -M+0+P+T
Municipality
CITY OF ORCHARD LAKE VILLAGE
ASSESSMENT INFORMATION
Assessed Value
0
Taxable Value
0
Use
RESIDENTIAL VACANT
School District
WEST BLOOMFIELD SCHLS
Neighborhood Code
X_EDU
Date Added
5/24/2002
Property Description
T2N, R9E, SEC 11 PART OF N 1/2 OF SEC BEG AT PT DIST S 60-46-22W 1735.73 FT & S 69-48-
27 W 2127.20 FT FROM NE SEC COR, TH S 24-06-03 E 1.17 FT, TH ALG CURVE TO RIGHT,
RAD 280 FT, CHORD BEARS S 06-30-18 E 169.29 FT, DIST OF 171.98 FT, TH S 11-05-26W
37.29 FT, TH S 08-45-25 W 97.66 FT, TH ALG CURVE TO LEFT, RAD 201.96 FT, CHORD
BEARS S 25-35-53 E 227.94 FT, DIST OF 242.19 FT, TH S 59-57-11 E 48.37 FT, TH S 65-30-15 W
470.18 FT, TH N 25-16-20W 93.46 FT, TH S 66-49-10W 267.38 FT, TH S 19-22-28 E 62.55 FT, TH
S 68-32-57 W 152.62 FT, TH S 62-54-25 W 19.51 FT, TH S 27-34-23 W 16.57 FT, TH 5 27-12-38 W
225.29 FT TO TRAV PT 'B', TH S 27-12-38 W 16 FT TO SHORELINE OF ORCHARD LAKE, TH
NWLY 768 FT ALG SD SHORELINE, TH N 69-48-27 E 5 FT TO TRAV PT 'A' LOC N 35-23-33 W
429.22 FT & N 33-29-20 W 329.70 FT FROM TRAV PT 'B', TH N 69-48-27 E 1337.68 FT TO BEG
15.73 A 4-22-02 FR 004 & 011
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• Page 1 of 2
GENERAL INFORMATION
Site Address
3535 INDIAN TRAIL ORCHARD LAKE,MI 48324 -1623
Postal Address>
3535 INDIAN TRAIL, BLDG F ORCHARD LAKE,MI,48324 -1623
Parcel ID
1811176013
Owners
ORCHARD LAKE SCHOOLS BLDGS> A -I + N + Q-S
Municipality
CITY OF ORCHARD LAKE VILLAGE
ASSESSMENT INFORMATION
Assessed Value
0
Taxable Value
0
Use
RESIDENTIAL VACANT
School District
WEST BLOOMFIELD SCHLS
Neighborhood Code
X_EDU
Date Added
6/28/2002
Property Description
T2N, R9E, SEC 11 PART OF N 112 OF SEC BEG AT PT DIST S 60-46-22 W 1735.73 FT FROM NE
SEC COR, TH S 10-32-11 W 938.84 FT. TH ALG CURVE TO LEFT, RAD 3163.01 FT. CHORD
BEARS S 34-34-59W 1209.13 FT, DIST OF 1216.62 FT, TH S 23-02-20W 378.17 FT, TH N 82-21-
44 W 32.45 FT, TH N 22-56-45 E 282.39 FT, TH N 67-15-54 W 167.58 FT, TH S 06-29-21 W 319.36
FT, TH S 84-40-54 E 80.91 FT, TH S 82-21-44 E 32.45 FT, TH S 23-02-20W 80.94 FT, TH N 82-21-
44 W 31.73 FT, TH S 28-41-38W 257.47 FT. TH S 38-36-38W 182.20 FT, TH S 29-50-09W 105.60
FT, TH S 12-47-38 W 120.20 FT, TH S 01-09-38 W 120.20 FT, TH S 09-05-22 E 96.70 FT, TH S 23-
22-30 W 93.99 FT, TH N 09-07-52W 180.33 FT, TH N 00-42-25 E 135 FT, TH N 53-08-28W 192.29
FT, TH N 46-26-28 W 159.99 FT, TH N 39-10-09W 173.46 FT. TH S 63-36-30W 485.73 FT, TH S
26-17-47 E 10.15 FT, TH S 63-36-29W 33.76 FT TO TRAV PT 'B', TH S 63-36-29W 11 FT TO
SHORELINE OF ORCHARD LAKE, TH NWLY 1891 FT ALG SHORE, TN N 69-48-27 E 5 FT TO
TRAV PT 'A' LOC N 30-11-53W 398.42 FT & N 29-05-23W 704.33 FT & N 35-23-33 W431.63 FT
& N 33-29-20 W 329.70 FT FROM TRAV PT 'B', TH N 69-48-27 E 3464.88 FT TO BEG, EXC BEG
AT PT DIST S 60-46-22 W 1735.73 FT & S 69-48-27 W 2127.20 FT FROM NE SEC CUR, TH S 24-
06-03 E 1.17 FT, TH ALG CURVE TO RIGHT, RAD 280 FT, CHORD BEARS S 06-30-18 E 169.29
FT, DIST OF 171.98 FT, TN S 11-05-26W 37.29 FT, TH S 08-45-25W 97.66 FT, TH ALG CURVE
TO LEFT, RAD 201.96 FT, CHORD BEARS S 25-35-53 E 227.94 FT. DIST OF 242.19 FT, TH S 59-
57-11 E 48.37 FT, TH S 65-30-15W 470.18 FT. TH N 25-16-20W 93.46 FT, TH S 66-49-10W
267.38 FT, TH S 19-22-28 E 62.55 FT, TH S 68-32-57 W 152.62 FT, TH S 62-54-25 W 19.51 FT, TH
S 27-34-23 W 16.57 FT, TH S 27-12-38 W 225.29 FT TO TRAV PT 'B', TH S 27-12-38 W 16 FT TO
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SHORELINE OF ORCHARD LAKE. TH NWLY 768 FT ALG SHORE, TH N 69-48-27 E 5 FT TO
TRAV PT 'A LOC N 35-23-33 W 429.22 FT & N 33-29-20 W 329.70 FT FROM TRAV PT 'B', TH N
69-48-27 E 1337.68 FT TO BEG, ALSO EXC THAT PART IN PCL 18-11-176-004 & 18-11-176-010,
ALSO EXC THAT PT TAKEN FOR RD 90.22 A 4-22-02 FR 0111-19-05 CORR
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Exhibit A
PROJECT AREA LEGAL DESCRIPTION
Part of the West IA and East 1/2 of Section 11, Town 2 North, Range 9 East, City of
Orchard Lake Village, Oakland County, Michigan.
Parcel ID #18-11-178-009
Exhibit B
LETTER OF CREDIT
COMMITMENT LETTER
July 3, 2007
Orchard Lake Schools: S.S. Cyril and Methodius Seminary, Saint Mary's Preparatory
3535 Indian Trail
Orchard Lake, Michigan 48324
Attn: Monsignor Chuck Kosanke, Vice Chancellor
Joseph Lentine, Chief Financial Officer
Ed Basil, Chair of Finance Committee
Dear Gentlemen:
This letter (this "Commitment Letter") constitutes the commitment of Comerica Bank (the "Bank") to
provide the credit facilities described in the attached Summary of Terms and Conditions ("Term Sheet") to Orchard
Lake Schools: S.S. Cyril and Methodius Seminary, Saint Mary's Preparatory (the "Borrower"), subject to the terms
and conditions described in the Term Sheet and the attached General Conditions.
This Commitment Letter may be accepted by the Borrower's execution and return of one original of this
Commitment Letter to the Bank. Unless this Commitment Letter is so accepted before 5:00 p.m. (Eastern Time) on
July 3, 2007, this Commitment Letter (unless extended by Bank in its sole discretion) will automatically expire by
its terms and will no longer be subject to acceptance.
On behalf of the Bank, we appreciate the opportunity to continue our mutually beneficial relationship with
you and welcome any questions or comments that you might have regarding this commitment.
COMERICA BANK
By:
Natasha Ursuy
Its: First Vice President
ORCHARD LAKE SCHOOLS, S.S. CYRIL AND METHODIUS SEMINARY, SAINT MARY'S
PREPARATORY
By:
Its:
Accepted: July ,2007
Attachments: Summary of Terms and Conditions
General Conditions
DELIB:2866956.2\02275 n-05193
Date of Commitment Letter:
Borrower:
Credit Facilities:
SUMMARY OF TERMS AND CONDITIONS
Credit Facilities Provided By
Comerica Bank
Use of Proceeds:
July 3, 2007
Orchard Lake Schools: S.S. Cyril and Methodius Seminary, Saint
Mary's Preparatory
Facility #1
$9,800,000 Letter of Credit to support Series 2007 Tax-Exempt
Variable Rate Bonds to be issued by the Oakland County EDC ("Tax-
Exempt Bonds")
Facility #2
$3,800,000 Letter of Credit to support Series 2007 Taxable Bonds to be
issued by the Oakland County EDC ("Taxable Bonds")
OR, at Borrower's election,
$3,800,000 Term Loan ("Term Loan")
Facility #3
$500,000 Demand Line of Credit ("Line of Credit")
Proceeds of the Tax-Exempt Bonds, the Taxable Bonds (the "Bonds")
and Term Loan will be used to refinance outstanding debt and provide
funding for future capital projects. Proceeds of the Line of Credit will
be used to support seasonal cash flow needs.
Name of Financial Institution:
Contact Person:
Address:
Phone Number:
E-Mail Address:
Maximum Counsel Fee:
Comerica Bank
Kristy A. Ahee
500 Woodward Ave.
Detroit, MI 48226
313-222-7530
kahee@comerica.com
Natasha Ursuy
500 Woodward Ave.
Detroit, MI 48226
313-222-6359
nursuy@comerica.com
Legal fees for this transaction are estimated to be in the range of
approximately $10,000 to S15,000 (if Facility #2 is the Term Loan) or
up to $25,000 (if Facility #2 is a Letter of Credit); provided, however,
the legal fees may exceed such amounts based upon the level of
negotiations, complexity of documentation and other factors.
Provider's Long Term/Short Term Ratings:
Moody's:
S&P:
Fitch:
Al/PI (affirmed: 08/04/2005)
A+/A1 (affirmed: 11/23/2004)
A+/F1 (affirmed: 10/12/2004)
Term:
Comerica Bank is neither under credit watch nor credit review by any
of the above rating agencies. The ratings provided by the above
agencies have been in effect since 2000 — Fitch (June) and Moody 's
and S&P (November).
Facility #1
Three (3) year initial term, renewable annually at the discretion of the
Bank, to maintain a continual three (3) year term.
DEL113.2866956.2 \022751-05193
Facility #2
Letter of Credit — Three (3) year initial term, renewable annually at the
discretion of the Bank, to maintain a continual three (3) year term.
OR
Term Loan — Three (3) years from closing.
Facility #3
Upon demand of Bank.
Up-front Fee (non-refundable): None.
Interest and Annual Fee: The annual fee for the Letters of Credit and the interest rate for the
Term Loan and the Line of Credit will be based upon the Debt Service
Coverage Ratio of the Borrower as follows:
Debt Service Coverage Applicable Pricing
Ratio (Annual Fee / Margin above I
Month LIBOR)
1.20x 100 bps
1.15x 130 bps
1.10x 160 bps
1.00x 190 bps
Following an event of default, all credit facilities will bear interest at
three percent (3%) above the rate that was effective immediately
preceding the default. In addition, the Applicable Pricing will increase,
but will not decrease, during the continuance of an event of default.
Draw Fees: $250 per principal, interest or purchase draw.
Payment Frequency of Annual Fees:
Amortization:
Letter of Credit Fees shall be calculated in advance based upon the then
outstanding Letter of Credit amounts (inchiding principal and interest).
Such fees shall be computed for the actual number of days elapsed,
based on a 360-day year.
The non-refundable annual Letter of Credit Fees shall be payable semi-
annually in advance,
Facility #1
The Tax-Exempt Bonds will amortize over a twenty-five (25) or thirty
(30) year period with interest only in years 1-11 followed by principal
and interest in year 12 and thereafter.
One year prior to the first scheduled principal payment, the Borrower
shall establish an interest-bearing escrow account (sinking fund) at
Bank for the purpose of reimbursing Bank for draws related to
scheduled principal redemptions, and the escrow deposits in the amount
of one-quarter of the next scheduled principal redemption shall be
required quarterly in advance.
Facility #2
Letter of Credit — the Taxable Bonds shall amortize over a twelve (12)
year period with principal and interest payments due in years 1-12.
DEL1B:2866956,2 \ 022751-05193
At closing, the Borrower shall establish an interest-bearing escrow
account (sinking fund) at Bank for the purpose of reimbursing Bank for
draws related to scheduled principal redemptions, and the escrow
deposits in the amount of one-quarter of the next scheduled principal
redemption shall be required quarterly in advance.
OR
Tcrm Loan — Twenty-five (25) or thirty (30) year amortization payable
in monthly installments of principal plus interest.
•
Security:
Subordination:
Reporting Requirements:
Other Terms and Conditions:
Financial Covenants:
DELII3:2866956.2 \022751415193
Facility #3
Due upon demand of Bank.
1. First mortgage on Borrower's campus located at 3535 Indian
Trail, Orchard Lake, MI 48324.
2. UCC-I on all assets of the Borrower.
Pledge of Bonds held for re-marketing. 4-- -
Cross-collateralized with and cross-defaulted to each other and
all other existing and future debt of Borrower to Bank.
1. Satisfactory subordination of $5,000,000 note owing to Ave
Maria.
2. Satisfactory subordination of Ave Maria's mortgage to Bank's
mortgage so that Bank has a senior lien position securing
$14,100,000 plus interest, protective advances, collection
costs, legal fees, etc.
Reporting requirements shall consist of the following:
1. Annual audited financial statements of the Borrower within
120 days of the fiscal year end.
2. Quarterly company-prepared financial statements of the
Borrower plus Key Statistics Report and Capital Campaign
Pledge Report within 60 days of the quarter end.
3. Quarterly covenant compliance certificate certified by the
CFO of the Borrower.
4. Annual Budget for the following fiscal year based on the
Unrestricted Funds due by June 1 0 of the preceding year.
5. Other reports or information that Cornerica Bank may require
from time to time.
The credit facilities will be cross-collateralized with and cross-
defaulted to each other and all documents and agreements governing
existing and future indebtedness of the Borrower to Bank. The
documents evidencing the credit facilities will contain standard
covenants deemed appropriate for a transaction of this structure and
creditworthiness and incorporate the covenants contained within the
related Bond documents.
Financial covenants shall include, but are not limited to:
I. Debt Service Coverage Ratio of at least 1.00x to be measured
annually on a Combined Fund basis. Defined as the Change in Net
Assets plus Depreciation plus Interest Expense plus/minus
Unrealized Gains and Losses on Investments plus 20% of the net
' Formatted: Bullets and Numbering .
Comerica Connectivity:
Inter-Fund Activity:
If a Letter of Credit is drawn:
Interest Rate:
Repayment Terms:
Events of Default:
No Adverse Changes:
Subject To:
assets in the Ambassadors Fund divided by current maturities of
long term debt and interest on all debt of the Borrower.
2. Minimum Liquid Assets of $6,000,000 to be measured semi-
annually. Defined as cash, cash equivalents and investments of the
Borrower, net of margin loans, and excluding the Illinois farm
property and restricted scholarship investments.
3. Maximum Capital Expenditures (excluding bond-financed
projects) of $250,000 annually.
4. Additional indebtedness limited to $100,000 per year.
Should the Borrower decide to invest additional monies with Comerica
Securities, the Bank, absent an Event of Default by the Borrower, has
the option to decrease the Letter of Credit fees dependent on the
amount of products/services used and the annual income recognized by
the Bank from these products and services.
Absent an event of default, the Bank consents to the Borrower
transferring monies from the Temporarily Restricted Fund
(Ambassadors) to the Unrestricted Fund in order to subsidize the
operations of the school and/or seminary.
Failed Remarketing: Prime
Event of Default: Prime + 3.00%
Borrower shall immediately reimburse Bank for draws related to
interest payments or bond redemptions.
In the event of a failed remarketing, Bank will fund a term loan for the
principal amount of the Bonds 'put'. The loan will mature on the date
the applicable Letter of Credit was set to expire and will amortize on a
schedule equal to that which would have been required on the Bonds.
I. Bankruptcy or insolvency of the Borrower;
2. Default under the Bond document covenants or those covenants
deemed appropriate for this transaction;
3. Failure to make payment when due under this facility; and
4. Other standard defaults customary to this type of transaction.
Nothing shall have occurred prior to closing which in the opinion of
Comerica Bank has had or could have a materially adverse effect on the
financial condition of the Borrower.
1. As a condition to closing, Bank must be provided with all
information required by it in a form and content satisfactory to the
Bank. The financing documents and Bond documents shall be in a
form satisfactory to the Bank and its legal counsel.
2. Satisfactory review of the Borrower's financial operations,
DEL1B:2866956.2 \ 022751-05193
COMERICA BANK
GENERAL CONDITIONS
I. Supporting Documents. The Bank's obligation to close the financing transaction described in the
attached commitment letter ("Letter") is subject to the Bank's receipt of the following, satisfactory to the Bank in all
respects, at least ten (10) days prior to the closing date:
(a) Entity Documentation. For each party, the following (as applicable) together with any
other documents that the Bank may require to evidence the authority of the person signing on the party's behalf:
(i) For partnerships, a copy of the executed partnership agreement, as amended,
filed partnership certificates, qualification as a foreign limited partnership (if required) and resolutions of the
Partners of the Partnership and appropriate governmental filings and assumed name filings and/or trade name
filings.
(ii) For corporations, certified copies of the articles of incorporation, as amended,
bylaws, as amended, good standing certificate, qualification to conduct business as a foreign corporation (if
required), incumbency certificate and corporate resolutions of the board of directors and, if required by the Bank,
shareholders of the party.
(iii) For limited liability companies, certified copies of the articles of organization, as
amended, operating agreement, as amended, good standing certificate, qualification to conduct business as a foreign
limited liability company (if required), incumbency certificate and resolutions of the members of the limited liability
company.
(iv) For trusts and trustees, certified copies of the trust agreement and certificates of
trust existence.
All documents submitted to the Bank must be certified within thirty (30) days of the closing date by the appropriate
governmental official and/or authorized person(s) on behalf of the party.
(b) Insurance Policies, Insurance policies (or certificates on ACORD forms 25 and 27)
issued by companies acceptable to the Bank for the following types of insurance coverage, in amounts satisfactory
to the Bank:
Comprehensive general liability and property damage insurance.
(ii) Fire and extended coverage insurance on a replacement form with inflation-
guard, vandalism and malicious mischief endorsements.
(iii) Rent loss or business interruption insurance covering a period of not less than
twelve (12) months
(iv) Flood insurance, unless evidence is provided that real estate collateral is not
located in a federally designated flood plain area.
All policies of insurance must name the Bank as mortgagee, lender loss payee and additional
insured, as applicable. Each policy of insurance must provide that it will not be modified, amended or cancelled
without thirty (30) days' prior written notice to the Bank. All policies must include appropriate clauses pursuant to
which the insurance carriers waive all rights of subrogation against the insured party and all additional insured
parties with respect to all losses payable under such policies. The Borrower must deliver originals of the insurance
policies (or certificates on ACORD forms 25 and 27) at or prior to the closing date. together with evidence that all
DEL1B:2866956,2 \ 02275 I -05193
(i)
insurance policies are paid in full and are in full force and effect. All policies of insurance must contain appropriate
clauses that any loss otherwise payable under such policies will be payable notwithstanding any act or negligence of
the Bank or the Borrower.
(c) Financial Statements; Credit References. Current financial statements of the Borrower
and such other persons or entities connected with the transaction as the Bank may request. Credit reports and trade
references for the Borrower and any other person or entity connected with the transaction as the Bank may request
or seek.
(d) Governmental Licenses and Annrovals. Evidence (or other satisfactory confirmation) of
all material licenses required for the Borrower to conduct its present business arid activities and evidence (or other
satisfactory confirmation) of compliance with all laws, ordinances, rules, regulations and restrictions affecting the
collateral and/or the consummation of the transaction described in the Letter.
(e) Tax Bills. Copies of the most recent tax bills relating to the collateral and evidence that
all tax bills have been paid in full.
(f) Search Results. UCC, tax lien and litigation search results as to the Borrower and any
other person or entity as the Bank may request, certified as of a date within sixty (60) days (or more current if
required by the Bank) of the closing date.
(g) Additional Documents. Such other documents, instruments, opinions and/or assurances
as the Bank may reasonably require.
2. Documents. On the closing date, the Borrower must execute and/or deliver to the Bank all
documents, monies, instruments and other items required by the Letter, the General Conditions or otherwise. The
Bank's obligation to close the transaction described in the Letter is subject to the receipt and approval by the Bank
and its counsel of all such items.
3. Interpretation. The Letter and the General Conditions, and the terms of the transaction described
in the Letter, will be construed in accordance with the laws of the State of Michigan.
4. Termination. The Letter will terminate and the Bank shall not be obligated to close the credit
facilities if there has been any misrepresentation by the Borrower as to any information provided to the Bank, any
material adverse change in the condition of the Borrower and/or the collateral or, if at the time of closing, a default
would exist under the Reimbursement Agreement or any other loan document at the time of execution, or if an event
has occurred at such time which, with notice and/or the passage of time, would constitute a default.
5. Assignment. The Letter is issued for the benefit of the Borrower and shall not be sold, assigned or
in any way conveyed without the prior written approval of the Bank. The Bank may assign its interest under the
Letter to any affiliate or subsidiary of the Bank. Further, the Bank may sell participations in the credit facilities to
such parties as the Bank deems appropriate.
6. Prior Agreements. The Letter and the General Conditions shall supersede all other applications
and commitments, either written or oral, previously entered into between the Borrower and the Bank with respect to
the credit facilities described in the Letter. Further, the Bank shall have no obligation to extend or renew the credit
facilities beyond the term set forth in the Letter.
7. Warranties. The Borrower warrants that all information submitted to the Bank in connection with
the credit facilities is factual and correct. The representations made in any material which has been or will be
submitted to the Bank are made to induce the Bank to make the credit facilities to the Borrower. The Bank shall
have no obligation to close the credit facilities in the event any such representation is untrue. In addition, by
accepting the Letter, the Borrower is deemed to have authorized the Bank to conduct investigations and inquiries as
to credit and collateral as the Bank deems necessary or desirable in connection with the making of the credit
facilities and/or the monitoring of the credit facilities.
DEL13:2866956.2 022751-05193
8. Fees and Expenses, The Borrower will be responsible for the payment of all costs, fees and
expenses incident to the credit facilities, whether or not closed, including, without limit, attorneys' fees, inspection
fees, UCC and tax lien search fees, and recording and filing fees. Al] fees, costs and expenses will be paid by the
Borrower at closing or on demand.
9. Definitions. All defined terms in the General Conditions have the same meaning as set forth in the
Letter to which the General Conditions are attached, unless the context clearly requires otherwise.
DEL18:2866956.2 \ 022751-05193
By:
ph Lentine
Its: Wel Financial Officer
Exhibit C
COMPANY CERTIFICATE REGARDING
TRANSFER OF EMPLOYMENT
(Orchard Lake Schools Project)
The undersigned, Orchard Lake Schools, 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 Orchard Lake Schools 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 City of Orchard Lake Village, 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.
ORCHARD LAKE SCHOOLS
Dated: August 14, 2007
By:
eph Lentine
Its: /Chief Financial Officer
gxhibit D
COMPANY CERTIFICATE REGARDING
PAYMENT OF PREVAILING WAGES
(Orchard Lake Schools Project)
The undersigned, Orchard Lake Schools, 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 Orchard Lake Schools 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.
ORCHARD LAKE SCHOOLS
Dated: August 14, 2007
BH 870925v1
Ruthf-JdNitdfi, County Clerk
Resolution #07201 August 30, 2007
Moved by Douglas supported by Gershenson the resolution be adopted.
AYES: Douglas, Gershenson, Gingell, Gosselin, Gregory, Greimel, Hatchett, Jacobsen, KowaII,
Long, Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Suarez, Woodward, Zack, Bullard,
Burns, Coleman, Coulter, Crawford. (25)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution was adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, 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 August 30, 2007,
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 30th day of August, 2007.