HomeMy WebLinkAboutResolutions - 2008.04.10 - 9388MISCELLANEOUS RESOLUTION 10802 April 10, 2008
BY: PLANNING AND BUILDING COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION RESOLUTION
APPROVING PROJECT PLAN (HIGHLAND UNITED METHODIST CHURCH PROJECT) - CHARTER
TOWNSHIP OF HIGHLAND
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 MC'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 Charter Township of Highland, Oakland
County, Michigan, has also approved the Project Plan and given its consent to
the exercise of jurisdiction over the Project by the EDC; and
WHEREAS the Board of Commissioners has held a public hearing to consider
whether the Project Plan constitutes a public purpose as contemplated by the
Act; and
WHEREAS the Board of Commissioners, following such public hearing and
its review of the Project Plan, hereby certifies, approves and concurs in the
determinations of the EDC with respect thereto.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners hereby determines that the Project Plan constitutes a public
purpose as contemplated by the Act.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners
hereby certifies and approves the Project Plan.
BE IT FURTHER RESOLVED that the EDC is hereby authorized to take such
steps as are necessary to implement the Project and the financing thereof by
the issuance of its limited obligation revenue bonds as contemplated by the
Project Plan.
BE IT FURTHER RESOLVED that the County Clerk is hereby directed to
provide four certified copies of this resolution to the Assistant Secretary of
the Board of the EDC.
Chairperson, on behalf of the Planning and Building Committee, I move
the adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE _
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Nash and Jacobsen absent.
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAIN.I.AND
Oakland County, Michigan
HiRhian,d T11111;26 Methodist Church, 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
- 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
Hiehland United Methodist Church PROJECT
OWNER OF PROJECT:
The Trustees of the 14i Aland T ;Jilted Methodist Church. A Michigan non-profit Corporation
CONTACT PERSON: (Name, address, telephone number)
H. Glen Betts
680 Livingston Rd.
Highland, MI 48357
248-830-1505
LOCATION OF PROJECT: Highland Township
PROJECT AREA/DISTRICT AREA: See Exhibit A Legal Attached
NATURE OF PROJECT: 2 story. Multi-use "Family Center". Large. Gymnasium space, meeting rooms
and new restrooms,
EMPLOYMENT CREATED OR RETAINED:
10 full and part time jobs retained. Additional created employment expected to be 1 full, I part
time additional.
TOTAL PROJECT COST: S2.500.000
BONDS TO BE ISSUED: $2.500.000
LETTER OF CREDIT ISSUER OR BOND PURCHASER: Fifth Third Bank
DATE AND EXPIRATION DATE OF LETTER OF CREDIT OR BOND PURCHASE
COMMITMENT: Commitment accepted on March 6,2008. (Expires June 30,2008 if not accepted)
PROJECT PLAN CERTIFICATION
THIS PROJECT PLAN WAS PREPARED FOR THE ECONOMIC
DEVELOPMENT CORPORATION OF THE COUNTY OF OAKLAND
IN ACCORDANCE W=EIEEZZEIR-EMENTS OF THE ECONOMIC
DEVELOPMENT CORPORATIONS ACT, ACT NO. 338 OF TIE
)..viICHIGAN PUBLIC ACTS OF )974, AS AMENDED.
THE UNDERSIGNED HAS PROVIDED ALL OF THE INFORMATION
CONTAINED HEREIN AND HERESY CERTIFIES AS TO THE
ACCURACY AND VALIDT-773=ELIEHEILIATION AS OF THIS
DATE.
THE UNDERSIGNED UNDERSTANDS THAT THIS PROJECT PLAN
IS STATUTORILY REQUIRED AND, IF IT CONTAINS ANY
MATERIAL MISREPRESENTATION OR LNACCURACY, COULD
RESULT IN THE INVALIDATION OF THE ECONOMIC
DEVELOPMENT CORPORATION PROCEEDINGS REGARDING THE
PROJECT TO WHICH THE PROJECT PLAN PERTAINS.
By: Robert Spear
Its: Trustee Board Chairperson
PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
Highland United Methodist Church PROJECT
I. THE LOCATION ANTI EXTENT OF EXISTING STREETS AND OTHER PUBLIC
FACILITIES WITHIN THE PROJECT DISTRICT AREA; THE LOCATION, CHARACTER,
AND EXTENT OF THE CATEGORIES OF PUBLIC AND PRIVATE LAND USES NOW
EXISTING AND PROPOSED FOR THE PROJECT AREA, INCLUDING RESIDENTIAL,
RECREATIONAL, COMMERCIAL INDUSTRIAL, EDUCATIONAL, AND OTHER USES;
AND A LEGAL DESCRIPTION OF THE PROJECT AREA;
No public facilities are involved in the Project. Private facilities include the 9.57 acre parcel with
improvements of a residential house, church building with worship. education class space, admin areas
and multi-use spaces and improved parking areas and green space for out door recreation and landscape.
Legal description of Project Arl..n tr.hd A R Fxhibit A.
IL A DESCRIPTION OF EXISTING IMPROVEMENTS IN THE PROJECT AREA
TO BE DEMOLISHED, REPAIRED, OR ALTERED; A DESCRIPTION OF REPAIRS AND
ALTERATIONS; AND AN ESTIMATE OF THE TIME REQUIRED FOR COMPLETION;
Some exterior demo of existing structure to facilitate the annexation of the new space. One
"classroom" area will be rehabbed and converted into his and hers multi-stall restrooms to service the new
space. This work should take 2-3 months, within the project period.
III. THE LOCATION, EXTENT, CHARACTER, AND ESTIMATED COST OF THE
IMPROVEMENTS, INCLUDING REHABILITATION CONTEMPLATED FOR THE PROJECT
AREA, AND AN ESTIMATE OF THE TIME REQUIRED FOR COMPLETION:
The two story addition to the wes1 end of the existing structure, with upper level at grade of front
elevation plus a finished walk-out lower level is estimated a, S2,500.000 with a construction tirne
estimated at 11-13 months.
3
IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF CONSTRUCTION
PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF EACH STAGE:
This is a single phase project with one hundred percent of the work needed for completion,
ineorporaied_im_the_single phase, with a one year +1- completion time.
V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT AS
OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE:
Other the land space required for the building foot print, and a new dumpster area, all other land
use will remain as is.
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, LNITERSECT/ONS AND UTILITIES:
There are no zoning changes desired. The local municipality has approved a continuance of the
Special Use Permit required for till° it pI211 rilslige There is no planned change to public facilities. The
electrical service into the site will be upgraded as required for the additional usage.
VIE A DESCRIPTION OF THE PROPOSED METHOD OF FINANCING THE
PROJECT, INCLUDING ATTACHMENT OF A COPY OF THE LEITER OF CREDIT OR
BOND PURCHASER'S COMMITMENT LETTER:
Copy of Letter of Credit or bond purchaser's 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
X. A LIST OF PERSONS WHO WILL MANAGE OR BE ASSOCIATED WITH THE
MANAGEMENT OF THE PROJECT FOR A PERIOD OF NOT LESS THAN I (ONE) YEAR
FROM THE DATE OF APPROVAL OF THE PROJECT PLAN:
Mr. Robert Spear, Chairperson of the Trustee Board
Mr. Glen Betts, Member, Finance committee and Administrative Board.
To Be Named, On site project manager from Troy/Hall Constriti on
XL 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:
Freehold owaership is to be maintained by tile current owner, the Highland United Methodist
Church, for it's use, with use extended to outside resources beneficial to the community.
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 TFIE 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 TEE HOUSING SUPPLY IN THE COMMUNITY, INCLUDING THE
NUMBER OF PRIVATE AND PUBLIC UNITS IN EXISTENCE OR UNDER CONSTRUCTION,
THE CONDITION OF THOSE IN EXISTENCE. TEE 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 LN 'ELLE 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 1HE 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,
LNCLUDING LITIGATION EXPENSES AND EXPENSES INCIDENT TO THE TRANSFER OF
TITLE, IN ACCORDANCE WITH THE STANDARDS AND PROVISIONS OF EHE FEDERAL
UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES
ACT OF 1970, 42 U.S.C. 4601 TO 4655:
Not Applicable
XVI, A PLAN FOR COMPLIANCE WITH ACT NO. 227 OF THE MICHIGAN PUBLIC
ACTS OF 1972, WHICH PERTAINS TO PROVIDING FINANCIAL ASSISTANCE, ADVISORY
SERVICES AND REIMBURSEMENT OF CERTAIN EXPENSES TO DISPLACED PERSONS:
Not Applicable
XVII. OTHER MATERIAL AS THE ECONOMIC DEVELOPMENT CORPORATION,
LOCAL PUBLIC AGENCY. OR GOVERNING BODY CONSIDERS PERTINENT:
Not Applicable
Exhibit A
PROJECT AREA LEGAL DESCRIPTION
T3N, R7E, SEC 21 PART OF SE 1/4 BEG AT PT DIST 576.56 FT FROM
SE SEC COR, TH N 01-12-25 E 1254.56 FT. TH ALG CURVE TO LEFT
RAD 5678.23 FT CHORD BEARS S 83-2247 W 421.15 FT, DIST OF
421.25 FT, TH S 00-41-49 W 537.58 FT, TH S 43-52-54 E 223.23 FT, TH S
0142-25 W 507.35 FT, TH E 254.39 Fr TO BEG 9.57 A 543-88 FROM 001
&002
Property TD: 1121476009
Exhibit B
LETTER OF CREDIT OR
BOND PURCHASER'S COMMITMENT LETTER
Attached Beneath
FIFTH THIRD BANK
March 4, 2008
Mr. Don Schelienberg
Mr. Robert Spear
Highland United Methodist Church
680 W. Livingston Road
Highland, Michigan 48357
Dear Mr. Schellenberg and Mr. Spear:
am pleased to inform you that Fifth Third Bank ("Bank") has approved the following credit
facilities for Highland United Methodist Church, a Michigan non-profit corporation (the 'Borrower"),
subject to the following terms and conditions;
BORROWER.- Highland United Methodist Church, a Michigan non-profit corporation (EIN 38-
2042292).
CREDIT FACILITIES (AND REQL7REMENTS):
L Direct Pay Letter of Credit
Borrower: Highland United Methodist Church
Purpose: Secure a tax-exempt variable rate demand industrial revenue bond issue (the
"Bonds") in the maximum principal amount of $2,500,000; and up to 45 days'
interest on the Bonds at the maximum rate of 10% per annum.
In addition to the foregoing. Bank has offered interest rate protection with
respect to the variable rate of interest on the Bonds through an interest rate
swap to be entered into between Borrower and Bank or one of its affiliates at
or before Closing, secured on a parity basis with the Collateral identified
herein, for the conversion of not less than S1.000.000.00 (the exact amount to
be selected by Borrower) of the total amount of the Bonds to a fixed rate
obligation pursuant to the terms of a rate management agreement which shall
have a term of ten (10) years.
Amount: $2,530,822 maximum aggregate principal and interest of Bonds.
Use of Finance the construetion of a 15,300 square foot addition for a multipurpose
Bond Proceeds: room and classrooms of the existing Church facilities located at 680 W.
Livingston Road. Highland, Oakland County, Michigan.
Bond Issuer: The Economic Development Corporation of the Counr5.. of Oakland.
Underwriter: Fifth Third Securities, Inc.
Trustee: To Be Determined.
Term: Ten years, with a 25-year amortization of constructed real estate as set forth
on Schedule 1 attached hereto.
Payments: Interest payments on the Bonds will be made monthly; principal payments on
the Bonds will be required to be made annually, in accordance with the
amortization schedule provided by the Bank; and approximately equal
monthly payments will be required to be made to a sinking fund account
maintained by the Bank, the funds in which will be sufficient to make each
required monthly interest payment and each required annual principal
payment on the Bonds,
Collateral: First real estate mortgage lien and security interest on the land and facility
located at 680 W. Livingston Road, Hinhiand, Oakland County, Michigan
(the "Real Estate"), an assignment of rents and leases on the Real Estate, arid
a first position lien and security interest on all furniture and fixtures.
Guarantors: None.
(a) $5.000.00 commitment fee. due at closing.
(b) Non-refundable annual Letter of Credit fee in the amount of 1.0% of
the principal of the Bonds outstanding. prepaid annually.
(b) Letter of Credit draw fees in the amount of $100 for each drawing
made cm each Lenz- of Credit. payable at the time of the Borrows
reimbursement for the drawing.
(c) Non-refundable annual remarketing fee in the amount of 0.125% of
the principal of each of the Bonds outstanding, prepaid annually.
(d) Bond underwriting fee, payable at closing, in the amount of 1.000%
of the principal of the Bonds.
(c) Trustee up front fee in the amount of $3.000.00 and annual fee in the
amount of $3.000.00 prepaid annually.
Fees:
Letter of
Credit Reim-
bursement and
Interest Rate:
Tendered
Bonds:
Increased
Costs:
Pursuant to a Reimbursement Agreement between the Borrower and the Bank,
amounts drawn on each Letter of Credit for principal and/or interest by the
Trustee shall be reimbursed by the Borrower to the Bank on the same day,
with no interest thereon, Except as set forth below under "Tendered Bonds',
amounts not reimbursed on the same day as the drawing elle acme interest
from the date of the drawing until paid at a variable rate of interest equal to
the Fifth Third Bank announced Prime Rate plus 3.0% per annum, computed
on the basis of a 360-day year for the actual number of days elapsed, payable
monthly. Reimbursement to the Bank shall be made by debits by the Bank to
an account of the Borrower established and funded by the Borrower for such
purpose.
If Bonds tendered by a holder thereof cannot be immediately remarketed for
any reason. such Bonds or shall be pledged to the Bank and held by the
Trustee until they are remarketed or redeemed. Reimbursement obligations
arising from drawings on the Letters of Credit to pay the purchase price of
Bonds which have been tethered and not remarketed (a "Liquidity Drawing")
may be deferred until the earlier of (i) the date on which such Bonds are
remarketed, (ii) the expiration date of the applicable Letter of Credit. (iii) the
occurrence of an event of default under the Reimbursement Agreement, and
(iv) six (6) months after the date of the drawing to pay the purchase price.
The Borrower, at the Bank's option, shall pay any increase in the Bank's cost
of issuing or maintaining the Letters of Credit, or any effective decrease in
Bank's fees or other compensation for the Letters of Credit, resulting from
(a) Change in Law: Any change in law or regulation or interpretation
thereof by any court, admieibetative, banking, or regulative body, enacted or
effective after the date of this letter; or
(b) New Taxes or Other Charges: Any imposition of applicable reserves,
special deposits, risk/capital adequacy or similar requirements against letters
of credit., or any new charge or tax on banks with respect to letters of credit.
Other
.Requirements: See II below.
Fliure
IL Other Requirements
1. Cross Default and Cross Collaterali&atien, All credit facilities will be cross collateralized
and cross defaulted to each other and to all other indebtedness of the Borrower to the Bank.
2. Comoletion of Construction. Construction of the improvements financed with the
proceeds of the Bonds will be complete no later than one year from the date of issuance of the Letter of
Credit. Funds will be disbursed pursuant to a construction administration agreement executed by the
Borrower and the Bank.
3. Financial Covenants.
(a) Borrower will maintain a minimum Debt Service Coverage of 1.00 to 1.00. For
this purpose, Debt Service Coverage shall be defined as (i) net income plus depreciation plus interest
expense plus amortivnion expense plus debt retirement expense plus one-time expenses related to
construction of the addition, divided by (ii) the suit of annual principal and interest payments on the
Bonds plus fees related to the Bonds. Determinations of minimum Debt Service Coverage shall be made
no less frequently than annually based upon the year-end aecountant-reviewed financial statements of
Borrower commencing December 31, 2007.
(b) Borrower shall not incur or suffer any loans, indebtedness, liens, leases or other
obligations of such nature without the prior written consent of the Bank.
4. Financial Reporting. Borrower will provide to the Bank as soon as available but no later
than 90 days following the close of the six month period ending December 31, 2007 and following the
close of each six month period thereafter (i.e., each June 30 and Dezember 31), complete financial
statements, including balance sheet and statement of profit and loss, internally prepared consistent with
previous financial statements.
5, Closing. No later than April 30, 2008 with respect to the sale and delivery of the Bonds,
6. Cost end Expenses. Bond and Bank Counsel fees. Issuer fees, Underwriter and Trustee
fees, and all other costs and expenses incurred in connection with the Bonds shall be the responsibility of
Borrower and paid on or before the closing. Notwithstanding the foregoing. Borrower shall not be
responsible for the costs associated with closing a conventional mortgage loan, such as obtaining an
appraisal, Bank's title insurance premium, survey cons, recording fees, or similar costs and expenses,
which costs and expenses shall be paid by Bank.
7. Interest on Bank Protective Advances. At a variable rate per annum equal to the sum of
the Fifth Third Bank announced Prime Rate plus 3.0%, where such advances result from the Borrower's
failure to pay insurance premiums or other obligations required by Bond, Collateral, or Reimbursement
Agreement documents and the Bank, in its discretion_ advances funds to pay such obligations.
8. Contracts and Other Documents, Prior to the requisition of Bond proceeds, Borrower
shall be required to provide the Bank:
(a) mortgagee's ALTA title insurance policy (satisfactory to the Bank) on the
collateral real estate, issued without standard exceptions, and with letter of credit endorsements and where
applicable, pending disbursement clauses, insuring the Bank's real estate mortgage as a first hen in all
respects, subject only to Permitted Encumbrances as defined in the Bond documents or in the
Reimbursement Agreement;
(b) survey of the real estate collateral with ALTAIACSM land title survey certificate
establishing that the survey meets minimum standard detail requirements and certified to the Bank and the
title insurance company showing the location of the collateral (including building locations) and all
improvements on the property, and deserieing all easements, rid -as-of-way and licenses:,
(c) a satisfactory legal opinion by Borrower's counsel as to the validity and binding
effect of all Borrower's documents;
(d) hazard and liability insurance policies with standard mortgage clauses showing
Bank as mortgagee and loss payee, including builders' risk coverage;
evidence of adequate insurance with carriers satisfactory to Bank in every
respect;
(f) standard FIRREA appraisal of the Real Estate acceptable to Bank in all respects
and establishing an appraised value on an "As Completed" basis so that the loan to value ratio is the lesser
of (i) eighty percent (80%) of the `as-is" value of the Real Estate plus one hundred percent (100%) of the
qualified construction costs, or (ii) seventy ..five percent (753) of the "ea-complete" appraised value of the
Real Estate;
(g) an unqualified approving opinion of Bond Counsel acceptable to Bank;
(h) executed copies of architectural and all major construction contracts, and
assignments thereof to the Bank;
(i) final plans and specifications, itemized estimate of construction costs and the
anticipated requisition schedules for the construction project satisfactory to the Bank;
(e)
(j)
new construction;
not to exceed price construction contract and detailed construction budgets for all
(k) building permits:
(1) satisfactory Phase i Environmental Assessment for the Real Property and any
additional environmental due diligence required by the Bank; and
(m) executed copies of any leases of the Real Estate from Borrower to any other
entity and subordination and assignment of rents and leases, in each case satisfactory in form and content
to the Bank and Bank Counsel.
9. Environmental Conditions. Documentation shall include Bank's standard mortgage
environmental terms and conditions. together with evidence of the following, with respect to the Real
Estate: (a) that neither Borrower has willfully or negligently acted or failed to act in a manner which
would violate any state or federal environmental law in effect at such time or now in effect with respect to
the Real Estate; (h) that all future uses by the Borrower of the Real Estate shall be in compliance with al:
gate and federal environmental laws now existing or hereafter enacted: and (c) that the Real Estate is free
from environmental connunination. SealyT1JHctorv environmental review as the Bank may
require in the sole and complete discretion of the Bank, Such review may include, but is not limited to,
environmental assessments or testing conducted by a qualified consultant selected by the Bank. If in the
opinion of the Bank, there exists an uncorrected violation of any environmental law or regulation or any
environmental conditions which may impair either Borrower's financial viability, or which requires, or
may require, a cleanup, removal or other remedial action by the Borrower in connection with the Real
Estate or its operation under any environmental law, the Bank mils require environmental assessments
before proceeding, or it may deny the financing. The cost of any such assessment or investigation, as
required, shall be borne by the Borrower and paid prior to requisition of Bond proceeds. After receiving
an assessment. the Bank may require additional assessno.ents or remedial action, at the expense of the
Borrower, or the Bank may deny the financing.
10. Depository Accounts. The principal depository accounts of the Borrower shall be
maintained with the Bank during the term of the Bonds or Reimbursement Agreement, and the
Reimbursement Agreement shall provide for automatic debit payments thereunder for reimbursement of
drawings under the Letter of Credit and for draw fees.
11. Other Conditions. Construction fmanced with Bond proceeds may be monitored by the
Bank's construction loan department, and Bank may engage an independent third party to monitor such
construction.
12, Dncumentation, The Borrower will sign or cause to be signed and delivered to the Bank
all documentation that in its sole discretion shall be required with respect to the loans and security
described above and any related matters including without limitation, a mortgage, assignment of leases
and rents, security agreements, guaranties, assignment of construction contract, environmental indemnity
agreement and a construction administration agreement The documentation, which will be prepared by
the Bank or its counsel, will contain warranties and representations, affirmative and negative covenants,
events of default and other provisions satisfactory to the Bank.
13. Miscellaneous Conditions. Prior to the extension of the loan, all of the following
requirements must be received and satisfactory to the Bank:
(a) Current copies of articles of incorporation and certificate of good standing,
certified by Borrower's state of incorporation, bylaws, and appropriate certified resolutions authorizing
the execution, delivery and performance of the documents to be executed and delivered by the Borrower
in connection with the extension of the credit facilities.
(b) Any other items as the Bank shall reasonably require.
HI. Assignability and Termination.
(a) This offer and the commitment resulting upon acceptance may not be assigned in whole
or in part without the Bank's prior written consent
(b) This offer and the commitment resulting upon acceptance may be terminated by the
Bank, without liability:
(1) If either Borrower fails to comply with any of the terms and conditions of this
letter,
(2) If there is any material adverse change in the financial condition of either
Borrower or any other material adverse change in the ability to observe or perform the obligations to the
Bank with respect to the loans provided for above; or
(3) If any of the representations or information supplied by the Borrower to the Bank
was untrue, incomplete or misleading at any time before the closing of the credit facilities.
This letter sets forth our entire commitment between the Bank and the Borrower and cannot be
modified in any way, except by e future amendment in writing_ signed by the parties. This commitment
takes the place of any preliminary discussions and negotiations between the Bank and the Borrower, and
supersedes any previous written agreements or understandings between Bank and the Borrower. This
letter is for the sole benefit of the Borrower. Prior to acceptance, disclosure of the terms of this letter is
not authorized except with the Banks prior written consent
If the terms and conditions of this commiane -nt offer are acceptable to the Borrower, please
execute and return a duplicate copy of this commitmerxt letter as indicated. as soon as possible, but not
later than April 15, 2008, the "Acceptance Date." Upon acceptance on or before the Acceptance Date,
this letter constitutes a valid and binding commitment in effect until its expiration date ofiune 30, 2008.
Sincerely,
FIFTH THIRD BANK.
By:
Brian Downs
Its: Vice President
c)
The above terms and conditions are hereby ariknoviedged and accepted, with respect to all of the
credit facilities described above, this day of Mar 2008.
ITT AND UNITED METHODIST
By:
Name:
Its: Chairperstk jrustee Board
GArrifth Third Securiiies (11.1,MNHigillarid 'United Mt-Oa:list Church Ccanaitment Lencr,clac
I
.10
FIFTH E.41,1k: E13/ OE(
FAx KZ. : 249999447E ' la-. 06 Mae 10: 19P11 D8
•01 07"-2006 248B1130E1,
FRCr]:HiGitrtZ LIN:TO rIED-UDIST
If the terms and conditions of this commitment offer eye acceptable to the Borrower, please
execute and retum a duplicate copy of this commitment letter as indicated, as soon as possible, but not
later than Ape 15, 2008, the 'Acceptance Date.' Upon acceptance ot or before the Acceptance Dart,
this letter constitutes a valid and binding commitment in effect until its expiration date of June 30, 200g.
Sincerely,
FIFTH THIRD/B,ANK
r .
By; N
Brian DOWELS
ItS: Vice President
The abcrve terms and condition—F-0,re hereby acknowledged and accepted. with respect to all of the
credit facilities described above, this ,./(r= day of March, 200S.
HIGHLAND UNITED METHODIST
CHURCH
/
By:
Name: I 6
17.5, CaLirperxxi, Trustee Boaicl zfo 8/7.1,-/ezit 461
lFfflh Third Securities (RI,S)Itighlmil Untied Muthodist Onsrch tam itannz Lencr.doc
S.//14-5-7D 1L J 44E5
c
Its: Trustee Board Chairperson
Exhibit C
COMPANY CERTIFICATE REGARDING
TRANSFER OF EIVIPLOMENT
(Highland -inited Methodist Church Project)
The unders .4gned,_Rabert Spear.. or behalf of the7111an(1 1Inited MAI -11(1(1kt nim-pkrj,
Michigan Non-Profit corporation (the "Company"), hereby certifies to The Economic
Development Corporation of the County of Oakland (the "EDC") as follows:
1, This Certificate is made and based upon the best of the Company's lmowledge and
belief, only after thorough investigation and discussion with all owners of the Company and
others who might have knowledge regarding the subject matter,
2. The Company acknowledges that this Certificate will be employed by the EDC as
the sole basis for the EDC's certification to the Board of Commissioners of the County of
Oakland as to transfer of employment as required by Section 8(3) of the Economic Development
Corporations Act, Act No, 338 of the Michigan Public Acts of 1974, as amended (the ''Act").
3. The Company understands that the EDC's Certification to the Board of
Commissioners of the County of Oakland is a statutory requirement which, if improperly made
or based upon any material misrepresentation or inaccuracy, might invalidate the proceedings
regarding the Highland United Methodist Church Project (the "Project") pursuant to which the
EDC expects ultimately to issue its limited obligation economic development revenue bonds to
finance all or part of the Project.
4. As of the date hereof, the Project shall not have the effect of transferring
employment of more than 20 full-time persons from a municipality (as that term is defined in the
Act) of this State to Highland . 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.
Highland United Methodist Church, a
Michigan Non-pro fy Corporation
By: Robert Srear
The un rierqigDol ninnri 1 initpri NAPthrwiict flT Derm
4..//
Dated: /4, / ,
Exhibit D
COMPANY CERTIFICATE REGARDING
PAYMENT OF PREVAILING WAGES
(Highland United Methodist Church Project)
Michigan Non-profit . (the "Company"), hereby certifies to
Corporation of the County of Oakland (the "EDC") as follows:
The Economic Development
1. The Company understands that this Certificate is a statutory requirement under
the Economic Development Corporations Act, Act No. 338 of the Michigan Public Acts of 1974.
as amended (the 'Act") which, if improperly made or based upon any material misrepresentation
or inaccuracy, might invalidate the proceedings regarding the Highland United Methodist Churc12
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 he 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 Nc. ]6 of the Michigan Public Acts of 1965, as amended,
--.
_ /7:4_
„
By: Robert Snear
Its: Trustee Board Chairperson
BH .561467v1
Resolution #08062 April 10, 2008
Moved by Douglas supported by Bullard the resolution be adopted.
AYES: Crawford, Douglas, Gershenson, Gingell, Gosselin, Gregory, Greimel, Hatchett, KowaII,
Long, Middleton, Potter, Potts, Rogers, Scott, Spector. Woodward, Zack, Bullard, Burns,
Coulter, (21)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution was adopted
HEREBY APPROVE THE FOREGOING RESOLUTION
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 April
10, 2008. 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 April, 2008.
Ruth Johnson, County Clerk