HomeMy WebLinkAboutResolutions - 2022.07.19 - 37483BOARD OF COMMISSIONERS
July 19, 2022
MISCELLANEOUS RESOLUTION #22-257
Sponsored By: William Miller III
Economic Development - Business Development - Resolution Approving the Memorandum of
Understanding Between the County of Oakland and the Oakland County Business Finance Corporation
Chairperson and Members of the Board:
WHEREAS the County of Oakland and the Oakland County Business Finance Corporation ("BFC") are parties
to a certain Memorandum of Understanding dated as of May 10, 2017 (which amended and restated a prior
Memorandum of Understanding dated as of September 1, 1988), pursuant to which the County contributes full-
time professional management and provides other valuable services and facilities to the BFC in recognition of
the BFC's valuable service to the County and the business community within the County by providing small
business loans under the U.S. Small Business Administration's 504 Loan Program; and
WHEREAS the Memorandum of Understanding expired by its terms on May 10, 2022; and
WHEREAS, the U.S. Small Business Administration required the BFC to enter into a new Memorandum of
Understanding with the County in order to extend the term and to incorporate certain provisions which are
necessary to address recent changes in applicable federal law governing the U.S. Small Business
Administration's 504 Loan Program; and
WHEREAS, the Oakland County Board of Commissioners approved a new Memorandum of Understanding on
April 14, 2022; however, the U.S. Small Business Administration subsequently required additional revisions to
the new Memorandum of Understanding (attached); and
WHEREAS the Board of Trustees of the BFC has approved a resolution (attached) adopting the new, further
revised Memorandum of Understanding, for a term of five (5) years from the date of approval, and authorizing
the chairperson of the BFC to execute the new, further revised Memorandum of Understanding on behalf of the
BFC; and ,
WHEREAS Oakland County Corporation Counsel has reviewed and approved the attached Memorandum of
Understanding.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners does hereby
approve the attached Memorandum of Understanding to be entered into between the County and the BFC for a
period of five (5) years from the date of approval.
BE IT FURTHER RESOLVED that the Chairperson, Vice Chairperson, or any other officer of the Oakland
County Board of Commissioners is hereby authorized to execute the new Memorandum of Understanding on
behalf of the Oakland County Board of Commissioners.
Chairperson, the following Commissioners are sponsoring the foregoing Resolution: William Miller 111.
2�dU
Date: July 19, 2022
David Woodward, Commissioner
Date: July 25 2022
Hilarie Chambers, Deputy County Executive II
I
Date: July 28, 2022
Lisa Brown, County Clerk / Register of Deeds
COMMITTEE TRACKING
2022-07-13 Economic Development & Infrastructure - recommend to Board
2022-07-19 Full Board
VOTE TRACKING
Motioned by Commissioner Kristen Nelson seconded by Commissioner Michael Gingell to adopt the attached
Resolution: Approving the Memorandum of Understanding Between the County of Oakland and the Oakland
County Business Finance Corporation.
Yes: David Woodward, Michael Gingell, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall,
Christine Long, Philip Weipert, Gwen Markham, Angela Powell, Thomas Kuhn, Chuck Moss, Marcia
Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Gary
McGillivray, Robert Hoffman, Adam Kochenderfer (21)
No: None (0)
Abstain: None (0)
Absent: (0)
Passed
ATTACHMENTS
1. MOU June 29 final for EGI
2. BFC June Bd Rez revised MOU
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 July 19, 2022, 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 Circuit Court at Pontiac,
Michigan on Tuesday, July 19, 2022.
�f.
Lisa Brown, Oakland County Clerk /Register of Deeds
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (this "Memorandum") is entered into as of
, 2022 (the "Effective Date"), by and between OAKLAND COUNTY BUSINESS
FINANCE CORPORATION, a Michigan nonprofit corporation (the "BFC") and the COUNTY
OF OAKLAND (the "County"), and is based upon the following:
RECITALS:
A. The BFC is a Certified Development Company within the meaning of 13 CFR § 120,10
(61 FR 3235, Jan. 31, 1996, as amended at 64 FR 2117, Jan. 13, 1999; 68 FR 57980, Oct. 7, 2003; 72
FR 18360, Apr. 12, 2007; 73 FR 75510, Dec. 11, 2008; 76 FR 63545, Oct. 12, 2011; 85 FR 7647, Feb.
10, 2020; 85 FR 14780, Mar. 16, 2020; 85 FR 80588, Dec. 14, 2020), and, in pursuance of its
corporate purposes and objectives, has initiated, processed, closed and serviced, and is continuing to
initiate, process, close and service economic development loans to certain qualified small businesses
operating in the State of Michigan.
B. Pursuant to 13 CFR §120.824, which governs the management of a Certified
Development Company providing loans under the Small Business Administration's 504 Loan
Program, the BFC is required to have full-time professional management, including an executive
director (or equivalent) managing its daily operations, which management may be contributed by
another non-profit entity that has economic development as one of its principal activities.
C. The purposes and objectives of the BFC and their implementation are in the best
interests of the County and assist in the achievement of the County's economic development goals,
including increased employment and tax base.
D. The County has provided and continues to provide valuable services and facilities to
the BFC in recognition of the BFC's valuable service to the County and the business community
within the County.
E. The BFC and the County are currently operating under the terms of a Memorandum of
Understanding dated as of May 10, 2017 (the "Prior Agreement") which expires by its terms on May
10, 2022, and the BFC and the County have determined that it is in their respective best interests to
amend and restate the terms of the Prior Agreement so as (i) to reflect their mutual understandings
regarding the continued provision of services and facilities by the County to the BFC and the BFC's
payment of compensation to the County therefore, and (ii) to incorporate certain updated requirements
of the Small Business Administration relating to the County's contribution of the management of the
BFC.
NOW, THEREFORE, in consideration for the agreements set forth in this Memorandum,
the parties hereto agree as follows:
1. Contribution of Manager. The County agrees to continue to contribute the County's
Administrator of Financial Services (or such'other person as the County may deem appropriate from time
to time who meets the certification requirements of the U.S. Small Business Administration) to serve as
the BFC's manager/executive director. The BFC's manager/executive director shall at all times remain
an employee of the County, governed and bound by a uniform merit system of rules established by the
County. Notwithstanding the foregoing, the County acknowledges and agrees that the Board of Trustees
of the BFC shall at all times retain the authority to remove or prohibit the manager/executive director
000131944\0024\3228473,v5
from providing services to or on behalf of the BFC, regardless of the employment status of such
individual by the County.
2. Provision of Additional Personnel and Services. The County agrees to continue to
provide County personnel (other than that of the Administrator of Financial Services) to fill the positions
of the BFC identified on the attached Exhibit A to assist with the daily operations of the BFC, and to
provide such facilities as are reasonably necessary for the BFC to conduct its operations. The personnel
provided to the BFC by the County shall at all times remain employees of the County, governed and
bound by a uniform merit system of rules established by the County. Notwithstanding the foregoing, the
County acknowledges and agrees that the Board of Trustees of the BFC shall at all times retain the
authority to remove or prohibit any such personnel provided to the BFC by the County from providing
services to or on behalf of the BFC, regardless of the employment status of such individual by the
County.
3. Reimbursement of Additional Personnel. As consideration for the County's agreement to
provide personnel to the BFC in addition to the contribution of the Administrator of Financial Services, as
set forth in Paragraph 2 of this Memorandum or as may hereafter be more specifically delineated by the
County and agreed to by the BFC, the BFC (and no other person or entity) shall continue to fully
reimburse the County, to the extent permitted by law, for the County's payment of the salaries, including
benefits, of all personnel identified on Exhibit A, which amounts shall be paid to the County promptly
following completion of each periodic pay cycle of the County, it being understood and agreed that all
such personnel are compensated directly by the County separate and apart from the payments made by the
BFC hereunder.
4. Overhead Fee. In addition to the BFC's reimbursement to the County in accordance with
paragraph 3, above, the BFC shall also pay to the County, in consideration of the County's provision of
services and facilities to the BFC, an annual overhead fee of Forty Thousand and 00/100ths Dollars
($40,000.00), which fee shall be paid to the County promptly following the close of the BFC's fiscal year.
5. SBA Revolutions. The BFC and the County acknowledge and understand that the BFC is
required to comply with certain rules and regulations of the SBA which are intended to ensure, among
other things, that the BFC, as a Certified Development Company providing loans under the SBA 504
Loan Program, is an independent entity exercising its own discretion in connection with the SBA 504
Loan Program. In furtherance of such understanding, the BFC and the County acknowledge and agree as
follows:
a. That the BFC's Board of Trustees shall at all times retain sole authority and
responsibility for the operations of the BFC:
b. That the BFC's Board of Trustees shall at all times retain sole authority and
responsibility for all SBA 504 loan approvals and SBA 504 loan servicing actions, and that such
responsibility shall continue to be carried out independently of any control by the County;
C. That no personnel provided to the BFC by the County pursuant to Paragraph 2,
above, may be a voting or non -voting member of the BFC's Board of Trustees;
d. That the County is prohibited from requiring an SBA 504 loan applicant or
borrower to purchase other services from the County as a condition of any County personnel
performing BFC staff or management functions;
e. That all compensation required to be paid to the County hereunder shall be paid
000131944\0024\3228473. v5
solely from the BFC's processing and servicing fees and all other sources of revenue of the BFC,
and that the County shall not charge any other person or entity, including an SBA 504 loan
applicant or borrower, for the same services;
f. That the BFC shall not be permitted to pay, and the County shall not be permitted
to accept, any additional compensation from the BFC's fee income, including, without limitation,
multipliers or bonuses;
g. That contract payments for professional services should not exceed seventy-five
percent (75%) of the BFC's 504 loan.processing and servicing fee income;
h. That the BFC's Board of Trustees, the BFC's manager/executive director and all
personnel provided to the BFC by the County shall at all times be required to comply with and
abide by the BFC's policy regarding "conflicts of interest", as the same may be amended from
time to time, and all applicable laws and regulations governing confidentiality; and
i. That the BFC shall conduct a character determination on each individual
performing services for or on behalf of the BFC, which determination shall be made in
accordance with Part 1, Section B, Ch. 1, Para. B., Form 1081 CDC Character Determinations, of
the SBA's Standard Operating Procedure as then in effect.
6. Insurance. The BFC further agrees to continue to maintain Directors' and Officers'
Liability and Errors and Omissions insurance in amounts established by the SBA from time to time, based
on the size of the BFC's portfolio and other relevant factors.
7. Indemnity. In recognition of the fact that the Board of Trustees of the BFC renders
significant and valuable services which are directly and indirectly beneficial to the County, the County
indemnifies and holds harmless such Board of Trustees, including the individual members thereof, from
and against any liability arising from the negligent errors and omissions of the BFC and its Board of
Trustees in the fulfillment of the terms of this Memorandum, which indemnification shall be pursuant to,
and strictly in accordance with, the County's Defense and Indemnification Policy as then in effect.
8. Period of Agreement. The understandings of the parties hereto shall commence on the
Effective Date and continue in full force and effect for a period of five (5) years thereafter (the "Term").
Notwithstanding the foregoing, either party may terminate this Memorandum, at any time during the
Term without penalty and with or without cause, by providing at least sixty (60) days' prior written notice
of such termination to the other party, in which event the understandings of the parties hereto shall
terminate and be of no further force or effect from and after the date set forth in such written notice.
Neither party shall have any further liability to the other following the termination of this Memorandum,
except for any accrued but unpaid amounts owing under this Memorandum as of the effective date of
such termination.
9. Notices. All notices or other communications pursuant to this Memorandum shall be
sufficiently given and shall be deemed given when delivered by hand or on the second day following the
day on which the same have been mailed by certified mail, postage prepaid, addressed as follows: if to
the BFC, at 2100 Pontiac Lake Road, Waterford, Michigan 48328, Attention: Chairperson; and if to the
County, at 2100 Pontiac Lake Road, Waterford, Michigan 48328, Attention: Director of Economic
Development and Community Affairs. The parties may, by notice given hereunder, designate any further
or different addresses to which subsequent notices or communications shall be sent.
10. Confidentiality. All notes, correspondence, entity documentation, financial information,
000131944\0024\3228473.v5
credit memoranda, loan authorizations, drafts, photographs, papers, documents and records as defined in
their broadest sense (collectively "Records") which BFC allows any of the County's personnel to review
and/or otherwise inspect or utilize in connection with this Memorandum shall be considered confidential.
The County agrees, represents, and warrants that its personnel will only use the Records in performing the
functions of and duties as set forth herein and/or otherwise in relation to his/her association with the BFC.
The County shall not appropriate or otherwise use any of the Records and/or any information contained in
any of the Records provided by the BFC for any purpose other than as set forth herein. This prohibition
applies to, without limitation, appropriating, or disclosing, names of the BFC's customers, trade secrets,
vendor names, financial information, and personal information. The BFC agrees not to disclose to any
third party (other than those parties specifically related to assignments to be performed under this
Memorandum) the name, address, or telephone number of any of the County's personnel without the
County's or such personnel's prior approval. The BFC agrees not to disclose to any party other than SBA,
the terms of compensation paid to the County personnel pursuant to this Memorandum.
The BFC and County have taken all actions and secured all approvals necessary to authorize and
complete this Memorandum. The persons signing this Memorandum on behalf of each party have legal
authority to sign this Memorandum and bind the parties to the terms and conditions contained herein.
[signatures appear on following page]
0001 31944\0024\3228473.v5
Signature Page to
Memorandum of Understanding
IN WITNESS WHEREOF, Stephen J. Ball, Chairperson, Oakland County Business Finance
Corporation, hereby acknowledges that he has been authorized by a resolution of the Oakland County
Business Finance Corporation, a certified copy of which is attached, to execute this Memorandum on
behalf of the Oakland County Business Finance Corporation and hereby accepts and binds the Oakland
County Business Finance Corporation to the terms and conditions of this Memorandum.
1L90 Nei ok=
M
David P. Ellis, President
Oakland County Business
Finance Corporation
Date:
OAKLAND COUNTY BUSINESS
FINANCE CORPORATION
By:
Stephen J. Ball
Its: Chairperson
Date:
IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of
Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County
Board of Commissioners, a certified copy of which is attached, to execute this Memorandum on behalf of
the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this
Memorandum.
WITNESS:
BE
Date:
000131944\0024\3228473.v5
OAKLAND COUNTY BOARD
OF COMMISSIONERS
By:
David T. Woodward
its: Chairperson
Date:
EXHIBIT A
Description of Personnel Provided by County as of Fiscal Year 2022
Position' Brief Descriotion of Services Provided by County Personnel Compensation
Grader
Business Markets, intakes and underwrites the SBA 504 loan applications. The Loan Officer meets UNI/122
Development directly with the business applicant and interfaces with the participating financial institution
Representative throughout the application and funding process. The Loan Officer presents the loan to the
(currently BFC loan review committee for initial approval and then submits the application to the SBA
functions as Loan for Authorization. The Loan Officer is also required to assist in some aspects of loan
& Finance servicing such as loan grading and site visits.
Officer)
Loan Closer Works with legal counsel to prepare loan closing packages and coordinate the closing UNI/115
process for submittal and approval to the SBA, contacts and visits clients to obtain
necessary documentation and verify project expenses, analyzes documentation for
compliance with SBA regulations, maintains working relationship with clients, bankers,
accountants, community representatives.
Loan Coordinator Compiles and prepares loan application and closing packages for submittal and approval to UNI/117
SBA, analyzes application and closing documentation for compliance with SBA
regulations, analyzes financial spreadsheets and performs financial analysis associated with
application processing, closing and debenture sale of SBA 504 loans, meets with clients and
various professionals regarding all aspects of SBA 504 loan process, facilitates coordination
of the project documentation flow, assuring deadlines are met, filings complete and
customers satisfied.
Loan and Finance Oversees the BFC's SBA 504 loan portfolio. Creates and maintains loan servicing files, UNI/120
Officer (functions monitors all monthly payments, annual financial statements, credit reports, insurance
as Portfolio coverage, UCC filings and job creation confirmation. Prepares loan -servicing documents
Coordinator) for review and approval by SBA, analyzes documentation for compliance with SBA
regulations. Interfaces directly with borrowers, bankers, SBA professionals, legal counsel
and the Board of Trustees.
Senior Business
Markets, intakes and underwrites the SBA 504 loan applications. The Senior Loan Officer UNI/123
Development
meets directly with the business applicant and interfaces with the participating financial
Representative
institution throughout the application and funding process. The Senior Loan Officer
(a/k/a Senior
presents the loan to the BFC loan review committee or Board of Trustees for initial
Loan and Finance
approval and then submits the application to the SBA for Authorization. The Senior Loan
Officer)
Officer is also required to assist in Some aspects of loan servicing such as loan grading and
site visits. The Senior Loan Officer is also responsible for assisting in complex servicing
actions that may require detailed financial analysis.
'Positions identified in this Exhibit A are current as of FY2022, and are subject to change from time to time by, and at the sole
discretion of, the County.
tSalary grades for each position are set forth on the attached Exhibit A-1: salary grade information is current as of FY2022, and is
subject to annual increases pursuant to the County's uniform merit -based system of compensation, as they same may change from
time to time by, and at the sole discretion of, the County.
EXHIBIT A-1
(see attached]
000131944\0024\3228473.v 5
Organizations 169030E Business Development/Financial Services (Catherine Rasegan (17863)} Include Subordinate Organizations No
Most Recent Compensation
Employee ID Employee _ Hire Date Position Compensation Package Grade
2 05 Auore_v Cadieux ,254u5i 1211 Ei2510 P0001;724 LoaCre c:i ,a:o - G_ercra'. Comassacion Fac�ao= UN
UNI -Ajjb eyCadieux {25405),
23E33 Kevin Ccngdon (238331 11 'C5I2008 PDG'J06b2B Business Ge-erai Compense:ion Package €3NIt123
Development Representative
Sen=o; - Kevin Congdon (23833 i
2-t'4Q 'Nisiiam Zaglani•czn)� i2474D) GB122,i201- F"-3CC38C446usmn ss Ge!^era3 Compensation Pac'.<age UNIi12C+
Develop.—e,^.t Represen:a:i>e-
'44s:E)am=agianiczny i2474D1
Compensation
Grade Profile
Full Time Salary Schedules - HCM -CR
Compensation Step
I Job
Salary
Classification
Comments
Profile
Plan
Exempt/Non-Exempt
Step'
Hourly I
Bi -Weekly �
Annual
84
30.4651
2,437.21
63,367
Business Analyst-021
01
21,7623
1,740.98
45,265
J001246
021/P
Non -Exempt
12
22.8505
1,828.04
47,529
24
23.9930
1,919.44
49,905
_36_ _
25.1925
2,015.40
52,400
48
26.4524
2,116.19
55,021
60
27.7749
2,221-99
57,772
72
29A573
_ 2,332.58
_60,647
Business Analyst-UNI
01
21.6556
1,732.45
45,044
J000072
_ UNI/114
Non -Exempt _
12
_ 22.7068
1,816.54
_ 47,230
24
23.7584
1,900.67
49,417
36
24.8094
1,984.75
51,604
48
25.8605
2,068.84
53,790
60
26.9121
2,152.97
55,977
72
27.9633
2,237.06
58,164
84
29.0144
2,321.15
60,350
Business Development -
01
35.2746
2,821.97.
73,371
J001487
- UNI/124
Exempt -
Coordinator-UNI
12
36.9870
2,958.96
76,933
24
38.6993
3,095.94
80,494
36
40.4121
3,232.97
84,057
48
42.1244
3,369.95
87,619
60
43.8369
3,506.95
91,181
72
45.5491
3,643.93
94,742
84
47.2615
3,780.92
98,304
Business Development
01
33.5950
2,687.60
69,878
J000451
UNI/123
Exempt
Representative Senior-UNI
12
35.2259
2,818.07
73,270
24
36,8566
2,948.53
76,662
36
38.4875
3,079.00
80,054
48
40.1184
3,209.47
83,446
_
60
_ 41.7493
3,339.94
86,838
72_
43.3801
3,470.41
90,231
84
45.0108
3,600.86
93,622
Business Development
01
31.9955
2,559.64
66,551
J000073
UNI/122
Exempt
Representative-UNI
_ 12
33.5486_
2,683.89
69,781
24
35.1015
2,808A2
73,011
_
36
36.6548
_ _ 2,932.38_
76,242
48
38.2079
3.056.63
79.472
08:07 AM
05/20/2022
Page 18 of 171
Occ Cat
Professionals
Professionals
Professionals
Professionals
Professionals
Classification
Buyer-069
Captain-015
Case Management Accounting
Specialist -U NI
Case Management Coordinator-
021
Case Management Coordinator-
081
Comments
Full Time Salary Schedules - HCM -CR
Compensation Step
Job I Salary ExemptlNon-Exempt
Step I Hourly I Bi-Weekly I Annual I Profile Plan
60
39.7611
3,180.89
82,703
72
41.3144
3,305.15
85,934
84
42.8676
3,429.41
89,165
01
29.0208
2,321.66
60,363 J000076
069/120 Non -Exempt
12
30.4295
2,434,36
63,293
24
31.8383
2,547.06
66,224
36
33.2471
_ 2,659.77_
_69,154
48
34.6559
2,772.47
72,084_
60_ _
_ 36.0648
2,885.18
75,015
72
_ 37.4735
2,997.88
77,945
84
38.8824
3,110.59
80,875
01
48.5414
3,883.31
100,966 J000732
0151A Exempt
12
50,1608
4,012.86
104,334
24
51,7843
4,142.74
107,711
01
21,6556
1,732.45
45,044 J001764
UNI/114 Non -Exempt
12
22.7068
1,816.54
47,230
24
23.7584
1,900.67
49,417
36
24.8094
1,984.75
51,604
48
25.8605
2,068.84
53,790
60
26.9121
2,152.97
55,977
72
27.9633
2,237.06
58,164
84
29.0144
2,321.15
60,350
01
23.9930
1,919.44
49,905 J000634
021/H Non -Exempt
12
25.1925
2,015.40
52,400
24
26.4524
2,116.19
55,021
36
27.7749
2,221.99
57,772
48
29.1636
2,333.09
60,660
60
30.6221
2,449.77
63,694
72
32.1461
2,571.69
66,864
01
23.8755
1,910.04
49,661 J001776
081/116 Non -Exempt
12
25.0344 _
_ 2,002.75_
_ 52,072
24
26.1934
_ 2,095.47 _
_ 54,482
36
27.3524
2,188.19
56,893
48
28.5113
2,280.90
59,303
60_ _
29.6703
2,373.62
61,714
72
30.8296
2.466.37
64.126
08:07 AM
05/20/2022
Page 19 of 171
Occ Cat
Professionals
Officials and
Administrators
Office and Clerical
Professionals
Professionals
Classification
Loan Closer-UNI
Loan Coordinator-UNI
Locksmith-067
Mail & Distribution Clerk-UNI
Comments
Mail & Distribution Leader-091
Full Time Salary Schedules - HCM -CR
08-07 AM
05/20/2022
Page 93 of 171
Compensation Step
I Job
Salary
Profile
Plan
Exempt/Non-Exempt
Occ Cat
Step I
Hourly
Bi -Weekly (
Annual
I
72
37.4735
2,997.88
77,945
84
38.8824
3,110.59
80,875
01
22.7384
1,819.07
47,296
J001023
UNI/115
Non -Exempt
Paraprofessional
12
23.8423
1,907.38
49,592
24
24.9460
_ 1,995.68
51,888
36
26.0499
2,083.99
_ 54,184
48 _ _
27.1536
_ 2,172.29
56,480
60
282575
2,260.60_
58,776
72
29.3613_
2,348.90
_ 61,071
84
30.4651_
_ 2,437.21
_ 63,367
01
25.0690
2,005.52
52,144
J001025
UNI/117
Non -Exempt
Professionals
12
26.2861
2,102.89
54,675
24
27.5031
2,200.25
57,207
36
28,7200
2,297.60
59,738
48
29.9371
2,394.97
62,269
60
31.1541
2,492.33
64,801
72
32.3706
2,589.65_
67,331
84
33.5878
2,687.02
69,863
01
22.7384
1,819.07
47,296
J000299
067/115
Non -Exempt
Protective Service
Workers
12
23.8423
1,907.38
49,592
24
24.9460
1,995.68
51,888
36
26.0499
2,083.99
54,184
48
27.1536
2,172.29
56,480
60
28.2575
2,260.60
58,776
72
29.3613
2,348.90
61,071
84
30.4651
2,43721
63,367
01
16.1600
1,292.80
33,613
J001358
UNI/108
Non -Exempt
Technicians
12
16.9441
1,355.53
35,244
24
177289
1,418.31
36,876
36
18.5130
1,481.04
38,507
48
19.2978
1,543.82
_ 40,139_
60
20.0819
1,606.55
41,770
72
20.8665_
1,669.32
43,402
84
21.6508
1,732.06
45,034
01 _
16.9676
1,357.41
35,293
J001674
091/109
Non -Exempt
Office and Clerical
12
17.7913
1,423.30
37,006
_
24
18.6150
1,48920
38,719
36
19.4388
1,555.10
40,433
48
20.2625
1.621.00
42.146
RESOLUTION OF THE BOARD OF TRUSTEES OF
OAKLAND COUNTY BUSINESS FINANCE CORPORATION
APPROVING MEMORANDUM OF UNDERSTANDING
WHEREAS, Oakland County Business Finance Corporation (the "Corporation")
and the County of Oakland (the "County") are parties to a certain Memorandum of
Understanding dated as of May 10, 2017, pursuant to which the County contributes full-time
professional management and provides other valuable services and facilities to the Corporation
in recognition of the Corporation's valuable service to the County and the business community
within the County; and
WHEREAS, the term of the Memorandum of Understanding expired on May 10,
2022, and the Board of Trustees of the Corporation has determined that it is in the best
interests of the Corporation to continue the Corporation's relationship with the County in order
to continue to provide SBA 504 loans to borrowers in the most cost-effective manner possible
and thus assist in the achievement of the County's economic development goals, including
increased employment and tax base; and
WHEREAS, the Corporation desires to enter into a new Memorandum of
Understanding with the County in order to continue the foregoing relationship and to
incorporate certain recent changes to the provisions of a "professional services contract"
pursuant to 13 CFR §120.824; and
WHEREAS, the U.S. Small Business Administration (the "SBA") has reviewed
the Memorandum of Understanding attached to these By -Laws as Exhibit A, and has
determined that the attached Memorandum of Understanding includes the pertinent provisions
of a "professional services contract" pursuant to 13 CFR §120.824; and
WHEREAS, the SBA requires that the Corporation's Board of Trustees approve
the Memorandum of Understanding pursuant to a resolution containing certain statements
mandated by the SBA; and
WHEREAS, after discussion and due consideration, and upon motion duly made
and seconded, the Board of Trustees of the Corporation hereby adopts the resolutions set forth
herein;
NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Board of
Trustees does hereby approve and adopt the attached Memorandum of Understanding (a copy
of which the Secretary is instructed to file with this Resolution), for a term of five (5) years,
subject only to final approval of the SBA and subsequent execution of the Memorandum of
Understanding by the Corporation; and
BE IT HEREBY FURTHER RESOLVED, that the Board of Trustees further
states and provides as follows:
i.) That the Board of Trustees retains and exercises all corporate powers and
authority and is responsibility for all corporate actions and business of the
Corporation, as required in 13 CFR §120,823;
000131944\0024\3228531.v2
ii.) That the Board of Trustees has determined that, based on the long-standing
arrangement between the County and the Corporation under the original
Memorandum of Understanding entered into on September 1, 1988 and
continued under the Memorandum of Understanding entered into on May 10,
2017, and in light of the unique relationship between the County and the
Corporation, the compensation paid to the County pursuant to the attached
Memorandum of Understanding, as well as the term thereof, is reasonable and
customary for similar services in the area and such compensation is actually
less than the Corporation would likely otherwise be required to pay to outside
contractors;
iii.) That the Board of Trustees shall at all times retain sole authority and
responsibility for all SBA 504 loan approvals and SBA 504 loan servicing
actions, and that such responsibility shall continue to be carried out
independently of any control by the County;
iv.) That the Board of Trustees has determined that entering into the Memorandum
of Understanding does not create any actual or apparent conflict of interest or
self -dealing on the part of any of the Corporation's officers, management, and
staff, including any members of the Board of Trustees or the Corporation's
SBA 504 Loan Committee;
V.) That the Memorandum of Understanding is in compliance with 13 CFR
§§120.823, 120.824 and 120.825 and applicable SBA 504 Loan Program
Requirements;
vi.) That the Board of Trustees understands that the Memorandum of Understanding
is subject to pre -approval and yearly review by the SBA; and
vii.) That the Board of Trustees understands that the Corporation is required to
submit the Memorandum of Understanding with the Corporation's Annual
Report and does not constitute a request for pre -approval.
BE IT HEREBY FURTHER RESOLVED, that the Chairperson, Vice
Chairperson, or any other officer of the Corporation is hereby authorized to execute the
Memorandum of Understanding on behalf of the Corporation.
CERTIFICATE OF SECRETARY
The undersigned certifies that she is the duly elected and acting Secretary of Oakland County
Business Finance Corporation (the "Corporation"), and that the foregoing Resolutions were duly adopted
and ratified at a meeting of the Board of Trustees of the Corporation, duly noticed, called, held and
attended on June 28, 2022, at the Corporation's registered offices.
Catherine J. Rasegan, Secretary
000131944\0024\3228531.v2