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HomeMy WebLinkAboutResolutions - 2007.05.10 - 9276May 10, 2007 MISCELLANEOUS RESOLUTION 107118 BY: PLANNING AND BUILDING COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION RESOLUTION APPROVING PROJECT PLAN (MARIAN HIGH SCHOOL, INC.PROJECT) - BLOOMFIELD TOWNSHIP 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 approves 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 Bloomfield Township, 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 tc 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 conies 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 PROJECT PLAN SUMMARY DESCRIPTION OF MARIAN HIGH SCHOOL PROJECT OWNER OF PROJECT: Marian High School, Inc., a Michigan nonprofit corporation (the "School") CONTACT PERSON: Margie Adams, Director of Business Operations, Marian High School, 7225 Laliser Road, Birmingham, MI 48301; 248-644-2030/(248) 644-6107 LOCATION OF PROJECT: Bloomfield Township PROJECT AREA/DISTRICT AREA: See Exhibit A NATURE OF PROJECT: Construction of a new gymnasium and improvements to tecluiology infrastructure, and the renovation and conversion of the School's existing multi-purpose gymnasium into a multi-use auditorium/theater (the "Project") EMPLOYMENT CREATED OR RETAINED: Retention of 74 existing jobs TOTAL PROJECT COST: $7,059,238 BONDS TO BE ISSUED: $7,055,000 LETTER OF CREDIT ISSUER OR BOND PURCHASER: Comerica Bank (Letter of Credit Issuer) and Lancaster Pollard & Co. (Underwriter) DATE AND EXPIRATION DATE OF LETTER OF CREDIT OR BOND PURCHASE COMMITMENT: Letter of Credit Commitment dated April 11, 2007, to be accepted by the School on or before April 16, 2007 THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND Oakland County, Michigan Marian 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 MARIAN HIGH SCHOOL PROJECT OWNER OF PROJECT: Marian High School, Inc., a Michigan nonprofit corporation (the "School") CONTACT PERSON: Margie Adams, Director of Business Operations, Marian High School, 7225 Lahser Road, Binningham, MI 48301; 248-644-2030/(248) 644-6107 LOCATION OF PROJECT: Bloomfield Township PROJECT AREA/DISTRICT AREA: See Exhibit A NATURE OF PROJECT: Construction of a new g-ymnasiuni and improvements to technology infrastructure, and the renovation and conversion of the School's existing multi-purpose gymnasium into a multi-use auditorium/theater (the "Project") EMPLOYMENT CREATED OR RETAINED: Retention of 74 existing jobs TOTAL PROJECT COST: 57,059,238 BONDS TO BE ISSUED: 57,055,000 LETTER OF CREDIT ISSUER OR BOND PURCHASER: Comerica Bank (Letter of Credit Issuer) and Lancaster Pollard & Co. (Underwriter) DATE AND EXPIRATION DATE OF LETTER OF CREDIT OR BOND PURCHASE COMMITMENT: Letter of Credit Commitment dated April 11, 2007, to be accepted by the School on or hefore April 16, 2007 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. MARIAN HIGH SCHOOL, INC. By: A4zif4/94%1 Its: Mix/Rd Dated: April 2007 2 PROJECT PLAN STATUTORILY REQUIRED INFORMATION REGARDING MARIAN 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 consists of an approximately 15-acre site owned by the Sisters, Servants of the Immaculate Heart of Mary, which is leased in its entirety exclusively to the School for nonprofit educational purposes and activities, including its current use as a private high school for girls. There are no public streets or other public facilities within the Project District Area. Legal description of Project Area attached as Exhibit A. A DESCRIPTION OF EXISTING IMPROVEMENTS LN 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 School's existing multi-purpose gymnasium will be renovated and converted into a multi- use auditorium/theater. As discussed below in part IV, this phase of the Project is expected to commence in July 2007 and to be completed by September 2007. III, TELE 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 Project consists of the construction of a new gymnasium and the acquisition and installation of improvements to technology ("Phase I"), and the renovation and conversion of the School's existing multi-purpose gymnasium into a multi-use auditorium/theater ("Phase II"). The gymnasium will add 21,731SF to the existing 112,750SF of buildings on the School's campus. Costs for Phase I are estimated to be S4.65 million. Phase II renovation costs are estimated to be $1.95 million. 3 The current breakdown of estimated costs of the Project and related bond financing are as follows: Land Buildings (purchase or construction) Buildings (renovation) $ -0- 3,743,124 1,677,952 Site Work (land prep., utilities, landscaping) 196,983 Machinery and Equipment (technology) 300,000 Engineering Fees 348,000 Legal Fees 70,000 Financing Fees & Costs 259,238 Other Costs (specify) 200,000 (capitalized interest) Contingency 263,941 Total Project Cost $7,059,238 IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF CONSTRUCTION PLANNED, AND THE ESTIMATED TLIVIE OF COMPLETION OF EACH STAGE: The Project is being constructed in two phases in order to expand, improve, and renovate the existing School facilities with limited disruption to students. The construction period for Phase I is estimated to be from June 2006 to June 2007. The construction period for Phase II is estimated to be from July 2007 to September 2007. V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE: The principal areas of existing and continuing open space are the School's athletic fields in the South part of the campus. 4 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, NCLUDING ATTACHMENT OF A COPY OF THE LETTER OF CREDIT OR BOND PURCHASER'S COMMITMENT LETTER: The Project is proposed to be financed through the issuance of $7,055,000 in principal amount of tax-exempt variable rate demand bonds by the Oakland County Economic Development Corporation, which are to be secured by the letter of credit of Comerica Bank and purchased by Lancaster Pollard & Co., as underwriter, and sold to institutional and other accredited investors. 5 Copy of Letter of Credit or bond purchaser's commitment letter attached as Exhibit B. DC. 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: Sister Lenore M. Pocheiski, IHM, President Sister Kathleen Budesky, IHM, Principal Margaret C. Adams, Director of Business Operations 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 developed solely for the use of the School. XII. IF THERE IS NOT AN EXPRESS OR EvIPLIED 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 6 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 TN THE COMMUNITY, INCLUDING THE NUMBER OF PRIVATE AND PUBLIC UNITS N EXISTENCE OR UNDER CONSTRUCTION, THE CONDITION OF THOSE N 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: None XIV. A PLAN FOR ESTABLISHING PRIORITY FOR THE RELOCATION OF PERSONS DISPLACED BY THE PROJECT N 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 7 TRANSFER OF TITLE, IN ACCORDANCE WITH THE STANDARDS AND PROVISIONS OF THE FEDERAL 'UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICTRS 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 8 Exhibit A PROJECT AREA LEGAL DESCRIPTION EIEEERMSIESMIEMS M4ULEARCEL=-TALLIACLa-41E351=00 PART OF THE SOUTHWEST 1/4 OF SECTION 34, T.2N., R.10E., BLOOMFIELD TOWNSHIP, OAKLAND COUNTY, MICHIGAN, DESCRIBED AS BEGINNING AT A DISTANT S.0422'401'4, 1019.37 FEET FROM THE WEST 114--CORNER --OF-SAID-SECTION-43FTHENCE CONTINUING S.04-2240"W. 430.00 FEET: THENCE S.8815'40sE. 1272.94 FEET; THENCE N.04'22.401. 363.96 FEET; THENCE N.8$"372014/. 1271.23 FEET TO THE POINT OF BEGINNING; CONTAINING 11.59 ACRES AND EfENG SUBJECT TO THE RIGHTS OF THE PUBLIC IN LAHSER ROAD. 0.021E6E-EgaiL - TAX I.D, NO. la-34-351-01Q LOT 40 OF "SUPERVISOR'S PLAT OF BERKSHIRE FOREST NO.1", OF PART OF THE SOUTHWEST 1/4 OF SECTION 34, 1.214" R.10E., IA BLOOMFIELD TOWNSHIP, OAKND couNrr, MICHIGAN, AS RECORDED IN USER 13, PAGES 39 OF PLATS, OAKLAND COUNTY RECORDS. LOT 53 OF 'SUPERVISOR'S PLAT OF BERKSHIRE FOREST NO.1", OF PART OF THE SOUTHWEST 1/4 OF SECTION 34, T.2N., R.10E., BLOOMFIELD TOWNSHIP, OAKLAND COUNTY, MICHIGAN, AS RECORDED N USER 13, PAGES 39 OF PLATS, OAKLAND COUNTY RECORDS. Exhibit B LETTER OF CREDIT OR BOND PURCHASER'S COMMITMENT LETTER MARIAN HIGH SCHOO By: ComencA Bank April 11,2007 Marian High School do Lancaster Pollard & Company 5755 North Point Parkway Alpharetta, Georgia 30022 Attn: Ritchie Dickey Dear Mr. Dickey: 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 Marian High School (the "Borrower"), subject to the terms and conditions described in the Term Sheet and the attached General Conditions. This Commitment replaces the commitment letter issued by Comerica Bank dated January 11, 2007, which by its terms expired. 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 April 16, 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 build a lasting and mutually beneficial relationship with you and welcome any questions or comments that you might have regarding this commitment. COMERICA BANK By: Mark R. Pierzecki Mark R.. Pierzecki Its: Vice President Its: PAthfrd /./WI Accepted: April A, , 2007 Attachments: Summary of Terms and Conditions General Conditions DELIB:2806013.5 \ 088888-01289 DELI13:2806013.7 022751-06756 SUMMARY OF TERMS AND CONDITIONS Loan Financing for Marian High School ("Borrower") Provided by Comerica Bank ("Bank") Date of Commitment Letter: Borrower: Name of Financial Institution: Contact Person: Address: Phone Number: E-Mail Address: April 11,2007 Marian High School Comerica Bank Mark R. Pierzecki 500 Woodward Avenue, 9`1 Floor Detroit, MI 48226-3266 313-222-3070 mark_r_pierzecki(a)comerica.corn Provider's Long Term/Short T erm Ratings: Moody's: S&P: Fitch: Al/P1 (affirmed: 08/04/2005) A+/A1 (affirmed: 11/23/2004) A+/F1 (affirmed: 10/12/2004) Legal Counsel: Maximum Counsel Fee: Letter of Credit Amount: Use of Proceeds: Term: Up-front Fee: Annual Letter of Credit Fee: Draw Fees: Comerica Bank is under neither credit watch nor credit review by any of the above rating agencies. The ratings provided by the above agencies have been in &et since 2000 -- Fitch (June) and Moody 's and S&P (November). David R. Mitchell Miller, Canfield, Paddock and Stone. P.L.C. 150 West Jefferson, Suite 2500 Detroit, Michigan 48226 Phone: (313) 496-7593 Fax: (3:3) 496-8451 E-mail: mitchell@millercanfield.COM Legal fees through and including the closing of the credit facilities are capped at $14,000. $ 7.055.000.00 plus applicable interest coverage. To serve as credit enhancement and liquidity support for tax-exempt bonds that will pay off the Line of Credit (Facility A) and provide new proceeds for the renovation and conversion of the existing multi-use gymnasium into a multi-use auditorium / theater. A 5-year "evergreen" letter of credit term as elected by the Borrower, renewable annually at the discretion of the Bank to maintain a continual 5-year term. SO 5-Year Term: 55 bps per annum S 250.00 per principal, interest and purchase draw - 2 - DELIB:2806013.5 \ 088888-01289 DELIB:2806013.7 \ 022751-06756 Letter of Credit Fee shall be calculated annually in advance based upon the then outstanding Letter of Credit amount (including principal and interest), Such fee shall be computed for the actual number of days elapsed, based on a 360-day year. Payment Frequency of Annual Fees: Amortization: Seetirity: Reporting Requirements: Other Terms and Conditions: Financial Covenants: If the Letter of Credit is drawn: Interest Rate: The annual Letter of Credit Fee shall be payable quarterly in advance. The bonds shall amortize over a twenty-five (25) year period with payments of interest only during years 1 through 15, and mortgage- style amortization during years 16 through 25. The Letter of Credit shall reduce accordingly. Security for this transaction shall consist of the following: 1. Negative pledge and deferred first real estate mortgage and assignment of leases and rents on the real property and all improvements located on the Borrower's campus. 2. Pledge of bonds held for re-marketing. Reporting requirements shall consist of the following: 1. Annual audited financial statements of the Borrower within 150 days of the fiscal year end; 2. Quarterly company-prepared financial statements (income statement and balance sheet) of the Borrower within 60 days of the quarter end; 3. Quarterly covenant compliance certificate certified by the CFO within 60 days of the quarter end; and 4. Other reports or information that Comerica Bank may require from time to time. The proposed Letter of Credit will be cross-defaulted to all documents and agreements governing existing and future indebtedness of the Borrower. It will contain standard covenants deemed appropriate for a transaction of this structure and creditworthiness and incorporate the covenants contained within the related Bond documents. Proposed financial covenants shall include (covenants shall be tested on a quarterly basis, except as specified, and shall be based on the performance of Borrower): 1. Minimum Interest Coverage Ratio of not less than 1.0 : 1.0. Tested Quarterly on a rolling 4-quarter basis Defined as: (increase or decrease in Net Assets (as defined in audited financials) — capital campaign donations -t- unrealized losses (unrealized gains) depreciation expense + interest expense) / (interest expense) 2. Minimum Cash and Investments level — tested semi-annually To be set upon receipt of the Borrower's projected balance sheets for the next five fiscal years. Defined as: Minimum of 80% of Borrower's projected total cash and investment balances in each year Failed Remarketing: Prime Event of Default: Prime 3.00% Repayment Terms: Borrower shall immediately reimburse Comerica for draws related to interest payments. - 3 - DELIB:2806013.5 \ 088888-01289 DELTB:2806013.7 N022751-06756 Events of Default: No Adverse Changes: Depository Relationship: Subject To: In the event of a failed remarketing, Comerica Bank will fund a term loan for the principal amount of the bonds 'put'. The loan will mature on the date the 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 or the Sisters, Servants of the Immaculate Heart of Mary; 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. ) The Borrower shall maintain and continue all existing depository relationships (at existing or greater than current average collected deposit levels), and other ancillary services, with Comerica Bank. Additionally, Borrower shall give Comerica Bank the opportunity to bid on additional banking services as applicable, including: Treasury Management, Investment Management, and Custodial Services. 2) One year prior to the first scheduled principal payment, the Borrower shall establish an escrow account (sinking fund) at Comerica Bank for the purpose of reimbursing Comenca 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. . As a condition to closing, Comerica Bank must be provided with all information required by it in form and content satisfactory to the Bank, The financing documents shall be in form satisfactory to the Bank and its legal counsel. 2. Satisfactory review of the Borrower's financial operations, including receipt of most recent quarter ended financial results. Also, Comerica Bank requests the opportunity to meet with management of Marian High School within two weeks of this signed commitment letter. 3. Receipt of a guaranteed fixed price construction contract with an acceptable, experienced, and financially sound general contractor, 4. Term of Borrower's lease with Sisters, Servants of Immaculate Heart of Mary must be extended for an additional 10 year period at least 1 year prior to its expiration. - 4 - DELIB:2806013.5 \ 088888-01289 DELIB:28060 I 3.7 \ 022751-06756 COMERICA BANK GENERAL CONDITIONS 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: 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: (i) 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 - 5 - DELIB:2806013.5\088888-01289 DELM .7806013 7\022751-06756 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. 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 Approvals. Evidence (or other satisfactory confirmation) of all material licenses required for the Borrower to conduct its present business and 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 obligat6d 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. - 6 - DEL03:2806013.5\088888-01289 DELIB:2806013.7 T22751-06756 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 (subject to a cap of £14,000 for attorneys' fees incurred through and including the closing of the credit facilities), inspection fees, CCC and tax lien search fees, and recording and filing fees. All 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. - 7 - DELIB:2806013.5 088888-01289 DELI .2806013.7 \ 02275 I -06756 By: Dated: April 13, 2007 Its: /1W/470414 frja/( giefV1— Exhibit C COMPANY CERTIFICATE REGARDING TRANSFER OF EMPLOYMENT (Marian High School Project) The undersigned, Marian High School, Inc., a Michigan nonprofit corporation (the "School"), 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 School's knowledge and belief, only after thorough investigation and discussion with all owners of the School and others who might have knowledge regarding the subject matter. 2. The School 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 School 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 Marian 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. 4. As of the date hereof, the Project shall not have the effect of transfen -ing employment of more than 20 frill-time persons from a municipality (as that term is defined in the Act) of this State to Bloomfield Township, Michigan, the municipality in which the Project will be located. 5. The School understands that a covenant to effectuate the purposes of this Certificate will be included in those covenants to be made by the School when bonds are issued by the EDC for the benefit of the Project. MARIAN HIGH SCHOOL, INC., a Michigan nonprofit corporation Exhibit D COMPANY CERTIFICATE REGARDING PAYMENT OF PREVAILING WAGES (Marian High School Project) The undersigned, Marian High School, Inc., a Michigan nonprofit corporation (the "School"), hereby certifies to The Economic Development Corporation of the County of Oakland (the "EDC") as follows: 1. The School 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 (file "Act") which, if improperly made or based upon any material misrepresentation or inaccuracy, might invalidate the proceedings regarding the Marian 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 pat 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 arid 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. MARIAN HIGH SCHOOL, INC. By: /1thA 144911.1 z /tit/ Dated: April 13, 2007 BPI 561467v1 EHO]\746030,3 TD\BVEI Ruth-775hTfson, County Clerk Resolution #07118 May 10, 2007 Moved by Potter supported by Gregory the resolutions (with fiscal notes attached) on the amended Consent Agenda, be adopted (with accompanying reports being accepted). AYES: Burns, Coulter, Douglas, Gershenson, Gingell, Gosselin, Gregory, Greimel, Hatchett, Jacobsen, Long, Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Suarez, Woodward, Zack, Bullard. (22) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda, were adopted (with accompanying reports being accepted). I HEREBY APPROVE THE FORAOING RESCIUTION ACTING PURSUANT TO 1973 PA 139 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 May 10, 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 10th day of May, 2007.