HomeMy WebLinkAboutResolutions - 2007.05.24 - 9289Cluto,
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried on a roll call vote with Jacobsen absent.
MISCELLANEOUS RESOLUTION 107136 May 24, 2007
BY: PLANNING AND BUILDING COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION RESOLUTION
APPROVING PROJECT PLAN (SURAITH FICS -RITAL FOR SPECIAL SURGERY PROJECT) - CITY
OF SOUTHFIELD
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 Southfield, 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 :Ls 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
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAND
Oakland County, Michigan
Straith Hospital for Special Surgery 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 Commitment Letter
"C" - Company Certificate Regarding Transfer of Employment
"D" - Company Certificate Regarding Payment of Prevailing Wages
Other
PROJECT PLAN
SUMMARY DESCRIPTION OF
STRAITH HOSPITAL FOR SPECIAL SURGERY PROJECT
OWNER OF PROJECT:
Straith Hospital for Special Surgery, a Michigan nonprofit corporation
CONTACT PERSON: (Name, address, telephone number)
H. Roger Jones
Chief Financial Officer
23901 Lahser Road
Southfield, MI 48034
Telephone: 248-357-3360
LOCATION OF PROJECT: (Local municipality)
23901 Lahser Road
Southfield, MI 48034
PROJECT AREA/DISTRICT AREA: See Exhibit A
NATURE OF PROJECT:
Expansion and improvement of existing hospital facilities, including operating rooms, patient
waiting areas and therapy.
TOTAL PROJECT COST:
Approximately $10,500,000
BONDS TO BE ISSUED:
$9,065,000
LETTER OF CREDIT ISSUER:
Citizens Bank
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 TI-IS 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 T-IE PROJECT TO WHICH
THE PROJECT PLAN PERTAINS.
STRAITH HOSPITAL
FOR SPECIAL SURGERY
Its: Chief Financial Officer
Data: itkadiS 2-007
2
PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
STRAITH HOSPITAL FOR SPECIAL SURGERY 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/District Area is presently owned in its entirety by Straith Hospital for
Special Surgery (the "Hospital"). a Michigan nonprofit corporation, and will be used entirely by
the Hospital in pursuance of its mission.
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 five existing operating rooms, pre-op, recovery, and patient waiting areas are all to
be replaced with new construction adjacent to the existing building. The existing facilities
including the patient rooms, physical therapy, occupational therapy, and pharmacy will be
renovated. New construction is approximately 16,100 square feet.
The Project is expected to be complete in October of 2008.
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:
See II above regarding the extent and nature of the improvements.
Phase I of the Project, which consists of main floor and ground floor additions and
renovation, relating to approximately 26,480 square feet of the facility, will cost approximately
$9,700,000 and be operational in approximately June of 2008.
Phase II of the Project. which consists of further renovation of the main floor of
approximately 6,940 square feet, and is expected to cost approximately $900,000 and be
complete in October of 2008.
3
IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF
CONSTRUCTION PLANNED. AND THE ESTIMATED TIME OF COMPLETION OF EACH
STAGE:
See III above.
V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT
AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE:
The portions of the Project Area/District Area to be left as open space will be used for
parking or green areas.
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
4
VII. A DESCRIPTION OF DESIRED ZONING CHANGES AND CHANGES IN
STREET, STREET LEVELS, INTERSECTIONS AND UTILITIES:
A variance will be required to achieve movement of the driveway slightly to the south. The area
of encroachment in to the residential zoning area is an arc with a length of approximately 64.6
feet and a depth of approximately 11.6 feet.
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 anticipated to be financed with the proceeds of sale of the Economic
Development Corporation's tax-exempt bonds. The bonds will be sold by Robert W. Baird &
Co., as underwriter, and be secured by an irrevocable, direct-pay letter of credit to be issued by
Citizens Bank.
Copy of Letter of Credit commitment letter attached as Exhibit B.
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
5
X. A LIST OF PERSONS WHO WILL MANAGE OR BE ASSOCIATED WITH
THE MANAGEMENT OF THE PROJECT FOR A PERIOD OF NOT LESS THAN l (ONE)
YEAR FROM THE DATE OF APPROVAL OF THE PROJECT PLAN:
H. Roger Jones, Chief Financial Officer
Gregory R. Hoose, Chief Executive 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:
The Project is to be undertaken for the benefit of the Hospital, which will be the owner
and principal user of the facilities.
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
DESCRIPTION OF THE HOUSING SUPPLY IN THE COMMUNITY, INCLUDING THE
NUMBER OF PRIVATE AND PUBLIC UNITS IN EXISTENCE OR UNDER
CONSTRUCTION, THE CONDITION OF THOSE IN EXISTENCE, THE NUMBER OF
OWNER-OCCUPIED AND RENTER-OCCUPIED UNITS, THE ANNUAL RATE OF
TURNOVER OF THE VARIOUS TYPES OF HOUSING AND THE RANGE OF RENTS
AND SALE PRICES, AN ESTIMATE OF THE TOTAL DEMAND FOR HOUSING IN THE
6
COMMUNITY, AND THE ESTIMATED CAPACITY OF PRIVATE AND PUBLIC
HOUSING AVAILABLE TO DISPLACED FAMILIES AND INDIVIDUALS:
Not Applicable
XIV. A PLAN FOR ESTABLISHING PRIORITY FOR THE RELOCATION OF
PERSONS DISPLACED BY THE PROJECT IN NEW HOUSING IN THE PROJECT AREA:
Not Applicable
XV. PROVISION FOR THE COSTS OF RELOCATING PERSONS DISPLACED
BY THE PROJECT AND FINANCIAL ASSISTANCE AND REIMBURSEMENT OF
EXPENSES, INCLUDING LITIGATION EXPENSES AND EXPENSES INCIDENT TO THE
TRANSFER OF TITLE, IN ACCORDANCE WITH THE STANDARDS AND PROVISIONS
OF THE FEDERAL UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY
ACQUISITION POLICIES ACT OF 1970, 42 U.S.C. 4601 TO 4655:
Not Applicable
XVI. A PLAN FOR COMPLIANCE WITH ACT NO. 227 OF THE MICHIGAN
PUBLIC ACTS OF 1972, WHICH PERTAINS TO PROVIDING FINANCIAL ASSISTANCE,
ADVISORY SERVICES AND REIMBURSEMENT OF CERTAIN EXPENSES TO
DISPLACED PERSONS:
Not Applicable
7
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
• 1.1%, 1, s
tvl
ci-
0
th
- is- ^ 00 4 •
Yvka I ()rope 3-0 5 Acee-s
PARC E_ 4/:2_
1k
EY 14 is a A"
- 42.6 -016 7•77 &RES
0/4
SrizictiT/4_ L
raft SPacioi-
SO R4 e
-Noe E vq:ri r
510 e3 e T eAgc E LS
I 8-5r) Ac R.Ls:
24
012-
Li)
-t
?koPEaTtf soi2
-301490610
P4 2 o F eko 4 me t,rr
"EXHIBIT A"
PAO,ceu. Ak•
LEGAL DESCRIPTION:
Land in the City of Southfield, County of Oakland and State of Michigan described as
follows:
Part of Lot 29, Supervisor's Plat of Branch Brook Estates a subdivision of part of the East
1/2 of Section 28; Town 1 North, Range 10 East, Southfield Township, Oakland County,
Michigan, according to the plat thereof as recorded in Liber 47 of Plats, Page 57, Oakland
County Records described as beginning at a point on the East lot line distant Southerly 40
feet from the Northeast corner of said lot; thence Northerly 40 feet along said lot line to
the Northeast corner of said lot; thence West along the lot line 50 feet; thence
Southwesterly along lot line 81 feet; thence Northeasterly to the point of beginninsi and all
of Lot 30, Supervisor's Plat of Branch Brook Estates as recorded in Liber 47 of Plats, Page
57, Oakland County Records, except that part of lot 30 described as beginning at the
Southwest corner of said Lot 30; thence North 17 degrees 43 minutes 30 seconds West
along the Westerly line of Lot 30, 300.00 feet; thence North 81 degrees 42 minutes East
125.00 feet; thence South 17 degrees 43 minutes 30 seconds East to a point on the
Southerly line of Lot 30, said point being South 81 degrees 42 minutes West 62.34 feet from
the Southeast corner of Lot 30; thence South 81 degrees 42 minutes West along the South
Line of Lot 30, 125.00 feet to the poirii! of beginning and Lots 31, 32 and 33, Supervisor's
Plat of Branch Brook Estates as recorded in Libel - 47 of Plats, Page 57, Oakland County
Records.
(Tax Item No.: 24-218-426-016, 24-28-426-013, 24-28-426-006
24-28-426-014)
. 11
Act44.46/it 4
'?6) 3 F 3
(
? (2
• e"
• .r
thence North 72 degrees 48 minutes West 1 -* " .50881 feet; thence North 87 degrees 13
- 0 minutes West 646.10 feet; thence North 0 de- . e
y
i • ogrees 13 minutes East 198.28 feet; thence 1, L,
elSouth 87 degrees 14 minutes East 1133.66 feet
12 11 ,47to.the East section line; thence South 0 de- .c1 grees 18 minutes East on the East line of
ji g? said Section 28 a distance of 325.22 feet to
1,4V a point of beginning. p ç h)
.:?}/ C-d
.-.4; Excepting therefrom that part o the premises
described as lying . Westerly of the center
4 " line of a stream traversing said parcel, said
centerline being 358 feet, more or less, East
of the Northwest corner and 440.0 feet, more
or less, East• of the Southwest corner of said
parcel.
Also as more recently surveyed and described
in the survey of Milletics & Associates, li-
censed land surveyors, dated May 23, 1984, as
follows:
A pat of the Northeast 1/4 of Section 28,
T1N-R10E, City of Southfield, Oakland County,
Michigan, more particularly described as com -
mencing at the East 1/4 corner of said Sec-
tion 28; thence N 00 ° 18' 00" E., 38.74 ft.,
along the East line of Section 28, to the
Northeast corner ,of "Supervisor's Plat of
Branch Brook Estates", as recorded in Liber
47, Page 57 of Oakland County Records, and
the point of beginning; thence N 72 ° 48' 00
W, 508.81 ft., along the Northerly line of
said "Supervisor's Plat of Branch Brook Es-
tates"; thence N 87' 13' 00" W, 100.00 ft.,
along the Northerly line of said "Supervi -
sor's Plat of Branch Brook Estates", to a
1018'? r(; 253
traverse point; thence N 87 ° 13' 00" W, 95
ft. more or less, along the Northerly line of
said "Supervisor's Plat of Branch Brook Es-
tates", to the centerline of a branch of the
River Rouge; thence Northwesterly, and North-
easterly, 350 ft., more or less, along the
centerline of said River Rouge; thence S 87 °
14' 00" E, 65 ft. more or less, to a traverse
point; said second mentioned traverse point
described from the first mentioned traverse
point as N 56 ° 33' 12" w, 240.18 ft., along a
traverse line; thence N 52 ° 48' 08" E, 117.48
ft., along a traverse line, to the second
mentioned traverse point; thence S 87 * 14'
00" E, 695.28 ft., to the East line of said
Section 28; thence S 00 ° 18' 00" W, 325.26
ft., along the East line of said Section 28,
to the point of beginning. All of the above
containing 4.311 Acres more or less.
snAct-0/\e/Q-r S •pci I OF
CDR R.1•13CROMAL WIRP27.
_ -
Wilcox
Professional
Ti —SerrIces k A
C. FFFFF [1.n•.1
STPA1TH HOSPITAL
VTAL" ORKLIA13 GOUI177. 61.011.1
••n••44 Ns. wpm, • me. oat
Là
0 Pril P‘c it mc Lir 70121
1
1.01 21,
4
luu
Re
Et §
.0 ••,
1100.
00111111
1 Ili.
001111
-011/111LI
1110.
1
50823.00002 BOUNDARY ona TOPOGRAPHIC SURVZY "a STRAITH HOSPITAL LOT 25
it
nOT.
Par Rue)
GRAPHIC SCALE
l• Ir.. .11
GA.LQj_1;9t1MAE
.4
•Clint
1
1
\
\ SOYA& tittl . \
nlik I'''' I1
It 101 yr 1, Csr• \ •
LW 30 \
1
1
/
1
/J./
\
/6-r.
/
// /
ci
I Q
1 ILA
14:
1/-
LEGEND . . . . . :,....0,.,, In ...• .....
t j,i0P ...;0•111 1
0 1,..---q•-n..-.. =-- - --: _
'Cr • .....2 MM./
— — — , ( as*
--w --w— .13Wia scs.cra----assi
---! .—.6.7 W... a
I Kn. mil Metat —
----g otsl. Posrart
rws soos. nem wsrwr sew s sorsa =roans as. nvwfr• row worn, am ors users wwwwww.wwwwws.1
uws eor leullOILL Magni trota.10 • T. ourt pop.o. room. 1.7 Loo .15.3115 *LAT or waNOT war
Orr..7 wwwww. sus rs174usr ria me. sr. surr sews us. usx sawn., TO . 11.1,10Oot 1.31 Ow PUTIL Pa 57 0.700
CC SwC 000w •41
*Os. OtIo.0 • row at . use LOT LT• 167.1. serr oat.. oasa. co rse. Twatt . MIT 41.9.11 Log. to ott war.. taloall tr., LAI ./.2 war zusc L. L. Is TM 111/..11.1.191561 N.. LEO 1. 1111 MO. oalrer-OrMeL, TO T. PI:. CI @WOW UK II. 11.1..Orli . wax gm. fa KL.L. • use a* cs Isms oral se. cossoso swam •117.5..11 NV Toot Or LOT. 01.31.1. AS C.... 00.2 ...Vs roe as was
lac sr.. =L. nom CleoziOIRIL ISO Mt 1.15111.111r51111, 151•11 sr 1....04111ners Lel 21,09 00 WOKS Ku RUMS lit UMW. one, VIM! WM Mt. isit . awn MI ors mew sr •1.1.1 us WS ...sr. was.. Rat o OM. 12.15 1/1111.10 eV. WIWI MONTT 61.1
•
MOTL KUM.. K memo emandlt11.10111. OK. • KOSS= an 57n00 al .00111741. FELD Kal• Mo
MEW. MO K. FEM1.9:0
!4:
1 1: It i ll
v a , 0
Stralth Nocella, to' Special Surgery
I Sirailir Design Development • compos4e 7311.V lava% %et 0..1 Level PI. - Pm:mad ,
A -rrAci-n MeNT e 424 3 DF
eunnievine
444
26, o ; AC1-1 M GJJT
r2.n
.0.11•1,1
I Stralth HosDlta; 1 of Special Surgery
II i . , I 1 Stratth Design Devalopmeni i ,.... . t . i Cameo" eie
I —, I i ii lk iiloa I First f ber ptan . pmpinea
•
• g us ritlievirie
Exhibit B
LETTER OF CREDIT COMMITMENT LETTER
CITIZENS
BAN
Lisa Davidson McKinnon
First Vice President
900 Tower Drive
Novi, Michigan 48098
248-293-3037
lisa.nicluinnonAebcf-nct.com
APPROVED CREDIT FACILITIES
Citizens Bank ("Citizens" or the "Bank") is
commitment to finance the expansion/renovation
Lahser Road in Southfield. This commitment is
conditions:
Standby Letter of Credit
pleased to provide the following
of the Strait Hospital facility on
subject to the following terms and
Alex Doehr
Treasury Product Sales Manager
900 Tower Drive
Troy, Michigan 48098
248-293-3016
alex,dochrAcbcf-net.com
Borrower:
Facility;
Purpose:
Maturity:
Repayment:
Straith Hospital for Special Surgery ("Straith Hospital")
$9,104,200 standby letter of credit
To enhance a $9,065,000 tax-exempt variable rate demand bond
issue plus 35 days' interest. The proceeds of the bond issue will
be used to finance the construction of an addition to, and the
renovation of, the existing Straith Hospital facility located at
23901 Lahser Road, Southfield, MI. The letter of credit amount
reflects 90% of hard real estate construction/renovation costs and
100% of invoice of new furniture, fixtures, and equipment
Three (3) years, with a one-year auto renewal feature after the
initial three-year term; 90 days' notice to beneficiary/trustee of
intent to renew.
After completion of constmetion (the 25'h month after construction
commences), the letter of credit commitment amount will reduce
as the underlying bonds amortize monthly based upon a 25-year
amortization. If the letter of credit is drawn at any time due to a
bond remarketing failure, the resulting funded loan will be payable
monthly assuming a 25-year amortization, with all unpaid amounts
due in five years from the initial date the letter of credit was drawn
upon. Drawings that occur due to a borrower default are due upon
demand.
Pricing: Drawings under the letter of credit duc to a bond remarketing
Straith Hospital
4
*CITIZENS
BAN K,
Fees:
Security:
failure will be charged interest at the rate of 1, 2, or 3-month
LIBOR plus 125 basis points, floating, payable monthly.
Drawings that occur due to a borrower default will be charged
the default rate of 1, 2, or 3-month LIBOR plus 325 basis points,
floating, payable monthly. Fixed rate options are available.
Annual letter of credit fee of 1.25%, payable annually in advance.
All costs associated with this transaction, including annual
remarketing fees paid to Robert W. Baird & Co; annual trustee
fees; costs of appraisal, environmental report, and documentation,
are to be paid by Borrower.
First lien on all assets of Borrower, including a first real estate
mortgage on the commercial property located at 23901 Lahser
Road, Southfield, Michigan.
Conditions
Precedent Phase One Environmental Site Assessment by Citizens Bank
approved consultant.
Satisfactory fair market value appraisal of real estate to support
a maximum loan to appraised value of 80%,
prepared by Citizens Bank approved appraiser.
Receipt and satisfactory review of (a) title and hazard insurance
policies payable to Citizens Bank; (b) property survey; and (c)
flood hazard certification.
Receipt and satisfactory review of detailed construction budget.
Satisfactory letter of credit and related documentation to be
prepared by Bank-approved outside counsel.
Receipt of all information required by the Federal Patriot Act,
Regulation 13, and FIRREA,
Ongoing
Conditions: Construction draws to be processed by Citizens Bank's
Commercial Real Estate Servicing Department. Draws will be
Straith Hospital
5
CITIZENS
BAN Ko
subject to receipt and satisfactory review of appropriate
information. including (a) balance to complete budgets, (b) sworn
statements, (c) lien waivers, and (d) title company endorsements.
Stmith Hospital to maintain its primary treasury management
relationship with Citizens Bank.
Compliance with all reporting requirements and covenants.
Financial Covenants:
Minimum Debt Service Coverage Ratio of 1.2:1.
Debt Service Coverage Ratio defined as: Excess of revenues over
expenses, plus depreciation and interest, plus non-cash pension
expense, less Extraordinary Items, less Unfunded Capital
Expenditures, all divided by Actual Annual Debt Service.
Maximum Debt to Net Assets of 2.0:1.
Debt to Net Assets defined as: total liabilities divided by total Net
Assets. "Net Assets" defined as: total assets minus total
liabilities
Minimum Days' Cash On Hand of 60.
Minimum Days' Cash On Hand defined as: cash plus marketable
securities, divided by operating expenses less depreciation and non-
cash pension expense, all multiplied by 365.
Unless otherwise noted in the final documentation, all accounting
terms shall be defined in accordance with °AAP.
Limitation on additional indebtedness, guarantees, and/or liens
without Bank approval.
Maintenance of licensure.
Servicing
Requirements:
Straitti Hospital
6
0 CITIZENS
BAN K.
I. Quarterly management-prepared financial statements, due
within 45 days of quarter-end.
2. Monthly summary of accounts receivable agings by payor
class, due within 30 days of month-end.
3. Monthly statistical variance report, due within 30 days of
month-end.
4. Quarterly covenant compliance certificates, due within 45 days
of quarter-end.
5. Annual CPA audited financial statements, due within 120 days
of fiscal year-end.
PROPOSED BOND ISSUANCE/REMARKETING SERVICES
Provided under separate cover.
PROPOSED INTEREST RATE MANAGEMENT STRATEGIES
To be provided under separate cover.
PROPOSED TREASURY MANAGEMENT SOLUTIONS
Provided under separate cover.
EMPLOYEE REWARDS.
Provided under separate cover.
ACCEPTANCE OF COMMTTMENT
If you wish to accept this commitment, please sign and return a copy of the attached
Acceptance Certificate. Upon receipt of an executed Acceptance Certificate, Bank will
engage legal counsel to begin preparing the necessary documentation. Borrower agrees
to reimburse Bank for all out of pocket costs associated with completion of the necessary
low documentation, whether the Facilities described above are closed and/or funded
EXPIRATION OF COMMTTMENT
Unless further extended by the Bank or accepted by Borrower, this commitment expires
on January 31, 2007. If by Borrower, the facilities outlined in this proposal
must be closed within 120 days of Borrower's acceptance.
Straith lliospita)
7
By: . 9-0 j
I
Exhibit C
COMPANY CERTIFICATE REGARDING
TRANSFER OF EMPLOYMENT
(Straith Hospital for Special Surgery Project)
The undersigned, Smith Hospital for Special Surgery, a Michigan nonprofit corporation
(the "Company"), hereby certifies to The Economic Development Corporation of the County of
Oakland (the "EDC") as follows:
I. 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 mutter.
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 proosedisigs
regarding the Straith Hospital for Special Surgery 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 ftom a municipality (as that term is defined in the
Act) of this State to Southfield, 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.
STRAITH HOSPITAL
FOR SPECIAL SURGERY, a
Michigan nonprofit corporation
Dated: )1..AA)„,„ '5 c_2zeri Its: Chief Financial Officer
Exhibit D
COMPANY CERTIFICATE REGARDING
PAYMENT OF PREVAILING WAGES
(Stank Hospital for Special Surgery Project)
The undersigned, Straith Hospital for Special. Surgery, 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 proceeding regarding the Straith Hospital for Special
Surgery 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.
STRAITH HOSPITAL
FOR SPECIAL SURGERY, a
Michigan nonprofit corporation
9-07-
Its: Chief Financial Officer
Dated: Pko-13 2-06-1
By:
1311 847108v1
D-1
RuthqohrTs-6T-1, County Clerk
Resolution #07136 May 24, 2007
Moved by Douglas supported by Gregory the resolution be adopted.
AYES: Gershenson, Gingell, Gosselin, Gregory, Greimel, Hatchett, Jacobsen, KowaII, Long,
Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Suarez, Woodward, Zack, Bullard, Burns,
Coleman, Coulter, Crawford, Douglas. (25)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution was adopted.
I 111111Y APPP(iVelt IWflP
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 24, 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 24th day of May, 2007.