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MISCELLANEOUS RESOLUTION #08147 July 17, 2008
BY: PLANNING AND BUILDING COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION RESOLUTION APPROVING
PROJECT PLAN (NATIONAL SHRINE OF THE LITTLE FLOWER PROJECT) - CITY OF ROYAL OAK
To Oakland County Board of Commissioners
Chairperson, Ladies and GenLlemen:
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 Royal Oak, 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 Preject. 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.
RE 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 IS BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Gingell absent.
A
BUTZ'EL LONG
ATTORNEYS AND COUN S ELORS Robert L Schwartz
t: 248 593 3015
t 248 593 3016
adhwartzr@butzel.com
Stonehdge Wes!
41000 Woodward Avenue
Bloomfield Hills, Michigan 46304
June 11 , 2008
VIA HAND DELIVERY
Commissioner Timothy A. Greimel
Board of Commissioners
County of Oakland
Judith K. Cunningham, Esquire
Corporation Counsel
County of Oakland
Mr. Douglas J. Smith
Director
Planning and Economic Development Services
County of Oakland
Re: Applicability of Article V111, Section 2 of the Michigan Constitution of 1963
to The Economic Development Corporation of the County of Oakland
Dear Ms. Cunningham, Commissioner Greirnel and Mr. Smith:
You have requested our opinion regarding the applicability of Article VIII, Section 2 of
the. Michigan Constitution of 1963 ("Section 2") to tax-exempt bonds issued by The Economic
Development Corporation of the County of Oakland ("EDC") in connection with the financing
of certain construction costs for the benefit of a Catholic high school (the "School") in Oakland
County. The author of this opinion has represented the EDC for twenty-five years, and this firm
would be acting as bond counsel for the EDC in connection with the proposed financing.
Article VIII, Section 2 of the Michigan Constitution of 1963 reads in pertinent part as
follows:
"No public moneys or property shall be appropriated or paid or. any public credit
utilized by the legislature or any other political subdivision or agency of the state
directly or indirectly to aid or maintain any private denominational or other
nonpublic, pre-elementary, elementary, or secondary school. No payment, credit,
tax benefit exemption or deductions, tuition voucher, subsidy, grant or loan of
public monies or property shall be provided, directly or indirectly, to support the
attendance of any student or employment of any person at such nonpublic school."
Based upon the information provided by the Shoo] to date, we understand that the
School will be operated by the Archdiocesan parish known as National Shrine of the Little
Flower (the "Parish"). The EDC bonds proposed to be issued (the "Bonds") would be issued for
Devoil Flivomfield Hili, AkrIn Arim;Lani Hc4iancr bcw Ramr. N pole; Ar.117,Pt Dffice: eiir, Shancrilo' fvterntigr ck.hq*Iuncr
r-
Commissioner Timothy A. Greimel
Judith K. Cunningham, Esquire
Mr. Douglas J. Smith
June 11,2008
Page 2
the benefit of an entity to-be-formed by the Parish or the Archdiocese of Detroit which entity
would serve as a conduit for funds provided by the Parish to repay the Bonds (or reimburse the
Bank, as explained below). Because of its identity of interest, such entity is also referred to.
herein as the "School". The Bonds will be secured by an irrevocable direct-pay letter of credit to
be issued by Charter One Batik (the "Bank") on behalf of the School. All debt service payments
will be made by draws on the letter of credit. The School will reimburse the Bank immediately
following each such draw. At no time will the principal of and interest on the Bonds be paid or
payable by the EDC or the County of Oakland (the "County"), and the Bonds will not constitute
a debt or pledge against the credit of the EDC or the County, nor will the taxing power of the
County be available or pledged to the Bonds. Our bond documents are replete with these
admonitions to the holders of the Bonds.
In practice, the EDC is enlisted to issue bonds for an industrial, commercial or nonprofit
entity, on the basis that the entity will be solely liable for repayment of the bonds. Such entity
(the borrower) also agrees to indemnify the EDC for any costs or liabilities incurred by the EDC
in connection with the bonds, Technically, the EDC issues the Bonds, the proceeds of which are
loaned to the borrower pursuant to a loan agreement under which the borrower agrees to make
payments on the bonds. Once closed, the EDC disappears and the financing is len strictly
between the borrower and the lenders (i.e., bondholders). Neither the EDC nor the County
provide any funds whatsoever. Rather, the EDC, pursuant to federal law, simply provides a
vehicle through which a loan between the borrower and the lender is transformed into a tax-
exempt bond which bears a lower interest rate. The lender-borrower relationship remains the
same. The Bank makes payments on the Bonds and the borrower repays the Bank.
As background, it is important to note that the very question that is the subject of this
opinion was raised by the plaintiff, acting on behalf of the American Civil Liberties Union
("ACLU"), in an action against the EDC in Walter Johnson v. The Econornici2anWpment
Corporation of the County of Oakland, United States District Court; Easteni District of
Michigan. in 1999. In that case, the plaintiff argued that both Section 2 and the Establishment
Clause of the First Amendment to the Constitution of the United States operated to preclude the
EDC in assisting in the financing of certain construction costs of school facilities for the
Academy of the Sacred Heart, a private Catholic K-12 school in Bloomfield Hills, Michigan.
The Court dismissed the plaintiffs claim under Section 2 on the basis that the Court did not
possess subject matter jurisdiction. The Court did hold that the EDC's participation in the
financing did not violate the Establishment Clause and the Court's opinion was subsequently
upheld by the Sixth Circuit Court of Appeals. The matter was not appealed by the ACLU to the
United States Supreme Court. And, the ACLU did not pursue any action in Michigan courts on
the basis of Section 2. '
As further background, it is noteworthy that the Michigan Strategic Fund, which is a
conduit bond issuer almost identical to the EDC in all material respects, has issued tax-exempt
bonds for a number of religious oryanizations, including Catholic schools for many years, The
Michigan Strategic Fund is represented by the Michigan Attorney General, who has rendered
riaoi
BUTZEL LONG,
A PROFESS' RPORATION
Robert L. Sell
r—
•
Commissioner Timothy A. Greimel
Judith K. Cunningham, Esquire
Mr. Douglas J. Smith
June 11, 2008
Page 3
favorable bond counsel opinions under both Michigan and federal law in every such financing,
implicit in which are the conclusion that such financings do not violate Section 2.
Regarding the specific provisions of Section 2, the first sentence of Section 2 prevents the
direct or indirect use of "public moneys or property" or any "public credit' for private school
purposes. 'The law in this regard was settled by the United States Supreme Court in 1973, in
Hunt v McNair, 413 U.S. 734 (1973), where, in very similar circumstances, the Court found that
no state public credit was involved, for the bond issuer was a "mere conduit" for borrowers to
borrow Rinds on the basis of their own credit. Similarly, several cases in other states have
upheld the issuance of revenue bonds for the benefit of private religious-affiliated institutions in
the face of state constitutional provisions barring the use of state credit or the direct financing of
sectarian institutions. A similar result under Section 2, albeit on slightly different facts, was
achieved in Traverse City School District v Attorney Genera1,384 Mich. 390 (1971), where the
Michigan Supreme Court held that a shared time program of secondary instruction to nonpublic
students offered on the premises of a public school was not unconstitutional.
The second sentence of Section 2 raises the question of whether the EDC's conduit
financing constitutes a prohibited tax exemption. In this regard, the Traverse City School
District case is also instructive. There, the Court held that the phrase "No payment, credit, tax
benefit, exemption or deductions, tuition voucher, subsidy or grant or loan of public moneys" did
not apply to the nonpublic schools themselves but only to the parents of children attending
nonpublic schools._ It concluded that the intent of Section 2 was not to deny or withdraw from
nonpublic schools any tax exemptions, benefits or credits. Property tax exemptions enjoyed by
nonprofit organizations remain good examples of the. effect of the Court's reasoning.
On the -basis of the foregoing, our opinion is and has been that the type of conduit
financing assistance provided by the EDC, including the proposed financing for the School, does
not violate Section 2.
Very truly yours,
RLS/jnah
BH 931015y1
page
L. EROOKS PATTERSON, OAKLAND COUNTY EII.ECLTIVE
CCUNTY MICHIOAN 440,0 K. Cunningham, Director 248458-0553
DEPARTMENT OF CORPORATION COUNSEL Michael D. Biaszcaak First Alstartt 246-858-0551
June 30, 2008
Commissioner Timothy A. Greimef
Oakland County Board of Commissioners
1200 North Telegraph Road
County Service Center, Building 12 East
Pontiac, Michigan, 48341-0470
•Re: EDC Project No. 08-03 - National Shrine of the Little Flower (2008-0551)
Dear Commissioner Greimel:
The Economic Development Corporation of Oakland County ("E-DC") presented to the Oakland
County Board of Commissioners its preliminary l plans to issue EDC bonds to help finance certain
physical piant developments at the National Shrine of the Little Flower (Project, EDC No. 08-03,
hereafter the "Project").
At the June 12, 2008, board of Commissioners Meeting, the Board voted on certain preliminary
Project-matters-and is expected to be asked to vote on the final Project Plan in the near future.
The present Project description (as presented to the Planning and Building Committee on June 03,
2008) anticipates. among other items, the "construction of a new field house at Shrine Catholic High
School. You note that the Michigan Constitution, Article 8, § 2, contains the following prohibition:
No public monies or property shall be appropriated or paid or any public credit
utilized by the legislature or any other political subdivision or agency of the state
directly or Indirectly to aid or maintain-any private, denominational Or other nonpublic,
pre-elementary, elementary. or secondary school.2 (emphasis added)
SPECIFIC QUESTION PRESENTED
In tight Of the above provision in tne Michigan Constitution, and with respect to any future
involvement the County of Oakland ("County") may have in this Project, you have asked:
1 At the time of this writing, the required "Project Plan" has not been presented to the Board of Commissioners.
Therefore, this response is predicated, in part, upon past EDC actions and protocols in similar circumstances. EDC
staff has provided assurances that they expect this Project will adhere to established, past, factual patterns and
processes.
2 For the purpose of this opinion, it will be assumed, without acknowledging. that the new Field House and/or other
unspecified "High School Upgrades" would constitute aid and maintenance of a non-public school under Art 8, § 2, of
the Michigan Constitution, Also, you do not suggest that there are any County funds or other public money being
"appropriated or paid" to 'aid or maintain any ... nonpublic .„ school.' The County contracts with the EDC to provide
limited staff support, shared office space. and certain services on a relmbursernent oasis by the EDC. The Project
borrower also pays fees arid costs to the EDC to offset EDC expenses incurred In connection with the Project.
Therefore the question addressed, herein, relates solely to utilization of toe 'public credit' under Art. E. -§ 2.
1,1•031 Wrg LNICrWan Lk; i4 Eati ":1E'D ttcr;:-. 1-eleFes'') Roar: Pcntaz. Mic'l.ye• 4E3.1", -C41C ' (1.1",r1
Commissioner Timothy A. Greimel
June 30, 2008 Letter, Page 2,
Re: EDC Project No. 08-03 - National Shrine of the Little Flower (2008-0551)
DOES THE ANTICIPATED ISSUING OF REVENUE BONDS BY THE EDC TO FINANCE THIS PROJECT CONSTITUTE
A USE OF "PUBLIC CREDIT" BY THE COUNTY TO "AID OR MAINTAIN ANY ... NONPUBLIC ... SCHOOL"?
FACTUAL/LEGAL BACKGROUND
THE EDC IS A SEPARATE AND DISTINCT LEGAL ENTITY FROM THE COUNTY.
The EDC is a separate Michigan Statutory Corporation created pursuant to the Economic
Development Corporations Act (1974 PA 338, MCL 125.1501, et see., hereafter the 'Act) Except
for a specific, limited purpose, the EDC is not an agency, instrumentality, department, or division of
the County of Oakland. The EDC has its own Articles of incorporation 5 , Bylaws,6 and its own
separate governing body.7 The EDC keeps its own project records and conducts its own project
negotiations with the borrowers, banks, and other necessary agents. As discussed below, most
significant is the fact that the EDC issues its own revenue bui ids to fir iciiiL;e its projects:
The EDC retains its own counse1.8 On June 11, 2008, the EDC's counsel opined "that the type of
conduit financing assislai lue provided by the EDC, including the proposed financing for the School
[this Project]. does not violate [Article 8,] Section 2.n (See Attachment).
This Office represents the County: it does not represent the EDC. Accordingly, it will not opine on
the legality of proposed EDC actions unless such EDC actions create a specific legal or liability issue
for the County.
LEGAL ANALYSIS
A. NO COUNTY CREDIT IS BEING UTILIZED TO FINANCE THIS PROJECT.
The Act establishes a very deliberate and detailed sulieilreib be ullowed by the EDC in financing its
projects. In order to accomplish the public purposes set forth in Section 2 of the Act. the EDC may:
1. , Make secured or unsecured loans. (MCL 125.1607(1)(c))
3 MCL 125,1632 ("The corporation shall be a body corporate with power to sue and be sued in any court ot this state.
The corporation shall possess all the powers necessary to carry out the purpose of its incorporation and Mose
incident thereto. The enumeration of any powers in this act shall not be construed as a lintatIon upon the general
Powers of the corporation.").
4 MCL 125.1608(5) ("The corporation shall be considered an instrumentality of a political subdivision for purposes o' 1972 PA 227, MCL 213.321 to 213.332." (e.g., condemnation and follow-up relocation assistance)).
5 MCL 125.1629 ("The incorporation of the corporation shall be accomplished by the approval of articles cf
incorporation by resolution of the municipality The articles of incorporation shall set forth the name of the
corporation; the purpose for which the corporation is created: the number, terms, and manner of selection of its
officers and their powers and duties: the date upon which the corporation shall become effective; the name of the
newspaper in which the articles of incorporation shall be published the manner of mooting bylaws: and other matters
expedient to be incorporated in the articies."): See also, Misc. Res. # 950C. August 14, 1980 Oakland County Board
of Commissioners Minutes, beginning page 272.
6 Misc. Res. #9501 August 14, 1980 Oakland County Board of Commissioners Minutes, oage 276.
7 MCL 125.1604: see also Misc. Res. # 9501. August 14, 1980 Oakland County Board of Commissioners Minutes,
page 276.
Presently, Robert L. Schwara. Esq. with the firm of Butzel Long in Bioorrield
25c Nor:. €1.2.1ao7 P.L'a -: • Pcrin:.: HY. 12,113: `..!0 , 101: 1111..1.5t VV!r;:4 ExtensimRIi
Commissioner Timothy A. Greimel
June 30, 2008 Letter, Page 3,
Re: EDC Project No. 08-03 - National Shrine of the Lithe Flower (2008-0551)
2. Borrow money and issue its revenue bonds or revenue notes to finance the orolect costs_and
the-c-asts ieL.bcily or incidental to the borrowing of money and issuing of bonds or notes for
that purpose. (MCL 125.1607("I)(d), emphasis added)'
3. Secure those bonds and notes by mortgage, assignment, or pledge of any of its money,
revenues, income, and properties. (MCL 125.1607(1)(d))
4. Mertgage Lit create security interests in the project, revenues, or sums to be paid during tne
term of a loan in favor of holders of bonds or notes issued by the corporation. (MCL
125.1607(1)(f))
5. Enter into loan agreements with any person, firm, or corporation for the use or sale of the
project. (MCL 125.1607(1)(e))
It is clear under the Act that the EDC. and not the County, can issue revenue bonds or make loans
to finance the Project. Fulihermore, to eliminate any possibility that the County could be perceived
as being liable or a guarantor on any such revenue bond. the Act further expressly states that:
The municipality the County, as defined in MCL 125.1603 (or)] shall not be liable on
notes or bonds of the corporation and the notes and, honds shal1 not hp a ripht of thp
municipality [County]. The notes and bonds shall contain on their face a statement to that
effect. (MCL 125.1623(2), emphasis added)
The County's limited, legal involvement with the EDC and this proposed Project also is dictated by
the Act. Uporrthemicettorf-ari EDC project proposal, the responsibilities of the Board of
Commissioners are as follows:
1. The Board of Commissioners must approve the "Project Area."1°
2. The Board of Commissioners must approve two (2) additional EDC Directors who shall serve
only in respect to this Project.11
3. After tne statutorily required 'Project Plan"12 has been prepared and submitted to the Board
of Commissioners, and after a public hearing. i3 the Board of Commissioners must vote on
the final Project Plan.4
9 See also, MCL 125.1623(1).
10 MCL 125.1603(g), MCL 125.1608(1), MCL 125.1512(1)(a)
MCL 125.1604(2).
12 MCL 125.1603(k), MCL 125.1608(4).
13 MCL 125.1610(2), MCL 125.1617.
14 MCL 125.1610(2) which reads as follows:
The governing body of the municipality for which, the corporation s incorporated, after a public hearing on the
project plan with notice of the hearing given in accordance witn section 7 shall determine whether the project
plan constitutes 3 public purpose. If it determines that the project plan constitites a public purpose, it shall then
approve or reject the plan, or approve it with modification, based on tne following considerations:
(a) The findings and recommendations cf the local pubfc agency, if requled,
(0) The findings and recommendations c the project citizens distnot council, if established.
(c) That the plan meets the requirements set forth in section e,
(d) The persons who will be active in the management of the prOjeC: for not less than 1 year after the aporonl
the project plan have sufficient ability arc experience to manage the plan properly.
Vs7e5I Exteris'o::! Elm, '4 Zwil • ':2C0 Ncnt- TeA'_•37an-. E5.5-.05:. • Fur. 243'.,
Commissioner Timothy A. Greime!
June 30, 2008 Letter, Page 4,
Re: EDO Project No. 08-03 - National Shrine of the Lithe Flower (2008-0551)
Items 1 and 2 were accomplished by the Board of Commissioners with the adoption of
Miscellaneous Resolutions Nos. 08116, and 08120 on June 12, 2008. The statutorily required
Project Plan is expected to be presented to the Board of Commissioners in the near future.
Nowhere in this statutory process is any financial commitment of any future County funds or credit
contemplated or permitted for this Project. If this EDC Project, as expected, follows the statutory
requirements and the pattern utilized in similar past EDG projects. it would be very difficult to argue
that the County of Oakland is utilizing any County credit contrary to Article 8, § 2, of the Michigan
Constitution.
B. THERE ARE NO MICHIGAN OR FEDERAL COURT CASES SPECIFICALLY DECIDING WHETHER ANY
PUBLIC AGENCY'S USE OF REVENUE BONDS WOULD BE DEEMED UTILIZING THE "PUBLIC CREDIT TO
AID OR MAINTAIN ANY NONPUBLIC SCHOOL" AS PROHIBITED UNDER ARTICLE 8, § 2, OF THE
MICHIGAN CONSTITUTION.
There was some discussion at the Board of Commissioners' June 12, 2008, meeting regarding a
perceived difference of opinion between the EDC's attorney (see highlighted text in Mr. Schwartz's
attached letter) and uertain teleullui le conversations with Corporation Counsel on this point.
The specific case referenced by both Mr. Schwartz and this office was Johnson v Economic
Development Corporation of Oakland County, 241 F3d 501 (CA 6 2001). This case was decided by
United States Court of Appeals for the Sixth Circuit. Additionaliy. Mr. Schwartz's written opinion
referenced the lower Court (U.S. District Court) decision in this same case (64 F Supp 2d 557 (ED
Mich 1999)).
I do not read tl ie cteoisioii ui either the Court of Appeals or the District Court in Johnson as deciding
any issue under Article 8, §, 2, of the Michigan Constitution. Furthermore, I do not read Mr.
Schwanz's opinion as stating otherwise.
Both the Court of Appeals and District Court decisions were based upon the "Establishment Clause"
in the First Amendment to the United States Constitution.15 In fact, the Court of Appeals decision
makes no reference to the Michigan Constitution. While the Michigan Constitutional issue (Article 8,
§ 2) was raised and dismissed in the District Court, it was not dismissed on the merits. Thus, it was
not decided by the Court. While a court's analysis slid lUcibUluirly in an "Establishment Clause" case
might be considered in a case brought under Article 8, § 2, of the Michigan Constitution, it is not
necessarily legal precedent.lc
(e) The proposed method of financing the project is feasible and the corporation has the ability to arrange the
financing.
(f) The project is reasonable and necessary to carry out the purposes (3 tnis
15 US Const, Am I ("Congress shall make no law respecting an establishment of religion, or prohibiting the free
exercise thereof; or abridging the freedom of speech, or of the press: or Erie right of the prrl nc.artePhty to
assemble, and to petition the Government for a redress of grievances.").
To illustrate, a particular set of circumstances may be held constitutiona; under tte "Establishment
Clause' of the US Constitution, but still be hela unconstitutional uncial - Art. 5, § 2, of the Michigan
Constitution. The converse is also possible, Finally, it is possible that Art. 8, § 2. could. in part, violate
the Establishment Clause (see Traverse City School District v Attorney Genera!, 384 Mich 390: 185
1\i'iN2d 9 1971).
y'aev Vv'mp EMe,r)51Di'l ic. i Ew7, Nzr-. Purwe.:.W c;K:= • ' • • F
CornmiSsiOnertimothy A. Greimei
June 30, 2008 Letter, Page 5,
Re: EDC Projed No. 08-03 - National Shrine of the Little Flower (2008-0551)
C. NOT ALL GOVERNMENTAL FINANCIAL ASSISTANCE OR SUPPORT OF NON-PUBLIC SCHOOLS
VIOLATES ARTICLE 8, § 2, OF THE MICHIGAN CONSTITUTION.
In 1970, the State passed an amendatory State School Aid Bill (1970 PA 100 ; MCL 388.655, et seq.,
commonly known as "Parochiaid") which Provided financial support to non-public schools. in
November 1970, the voters responded by adopting Proposal "C" which subsequently became Article
8, § 2, of the Michigan Constitution. At the time, there was apparently a great deal of confusion and
misunderstanding about the legal effect of Proposal "C'' (the "Parochiaid Proposal).
In Traverse City School District v Attorney General, 384 Mich 390: 185 NW2d 9 (1971), the Michigan
Supreme Court, stated that:
Everyone agreed the proposed amendment was designed to halt parochiaid and
would have that effect if adopted What was unclear was the impact the amendment
would have on other forms of state aid to private schools. ...
As far as the voter was concerned, the result of all the pre-election talk and action
concerning Proposal C was simply this — Proposal C was an anti-parochiald
amendment — no public monies to run parochial schools and beyond that all else was
utter and complete confusion. Id. at 407, n 2.
The Courts decision in Traverse City School District found this State School Aid Bill (1970 PA 100,
MCL 388.665, at seq., "Patochiaid") unconstitutional in light of Proposal "C." While doing so,
however, the Court clarified that not all public financial aid to non-public schools was eliminated by
this Constitutional amendment.
To illustrate, the Court did not read Proposal "C" to prohibit state-tundeo auxiliary services 17 to non-
public schools, Also, Proposal "C" did not prohibit "public expenditures to support the employment of
persons at nonpublic schools to include policemen, firemen, nurses, counsellors and other persons
engaged in governmental, health and general welfare activities. Such an interpretation would place
nonpublic schools outside of the sovereign jurisdiction of the State of Michigan." Id. at 420. And
even though Proposal "C" plainly states that "No public monies . . shall be appropriated or paid
directly or indirectly to aid or maintain any , .. nonpublic, school . ." this prohibition has no effect
on federal funds funneled through the State Board of Education to aid nonpublic schools. Id. at 423.
The Court also held that the language in newly adopted Art. 8, § 2, of the Michigan Constitution did
not prohibit the State from continuing its longstanding practice of tax exemptions (i.e., property and
gas taxes) to nonpublic schools.
Since tax exemptions are not appropriations or payments of public monies, nor tne
utilization of public credit, a tax exemption granted to a nonpublic school is not
unconstitutional, even though it may directly or indirectly 'aid o maintain'' the
nonpublic school. Id. at 429.
17 "Suchauxiliary services shall include health and nursing services ano examinations; street crossing guards
services: national defense education act testing services; speech correction services; visiting teacner services for
delinquent and disturbed children; school diagnostician services for aJi mentally handicapped children; teacher
counsellor services for physically handicapped children; teacher consultant services for mentaliy handicapped or
emotionally disturbed children; remedial reading; and such other services as may be deterroThed by the legjslature.
Such auxiliary services shall be provided in accordance wail rules and requiations promulgated by the state boom of
education." Traverse City School Destrict, 384 Mich at 417-18 .(ouoting MLA. § 340.622 [Stat An 1968 Rev
15.3622]).
WIrls.E.-x.7.ens;c-n D114 74 5..at- • 7elcurap:•• f 2421-550C. •
CorilmisSiOner Timothy A. Greimel
June 30, 2008 Letter, Page 6,
Re: EDC Project No. 08-03 - National Shrine of the Lille Flower (2008-0551)
While the Michigan Supreme Court has made it clear that certain "tax exemptions" are not "public
credit" utilized for non-public schoois, there is no further guidance. to date, from the courts to help
shape a clearer understanding or further oefine the limits of "public credit" in Art. 8, § 2, of the
Michigan Constitution.
D. THE USE OF "TRUE" REVENUE BONDS HAS NOT GENERALLY SEEN CONSIDERED A USE OF PUBLIC
CREDIT UNDER THE MICHIGAN CONSTITUTION.
The expected EDC financial assistance for this Project is expected to be in the form of revenue
bonds_ The Act limits the type of bonds that the EDC can issue in this Project to revenue bonds,
exclusiveiy.1 As above, to date, there has been no guidance from the courts regarding any
proposed use of revenue bonds under Article 8, § 2, of the Michigan Constitution. However, there
has been such guidance in other provisions in the Michigan Constitution related to the loan or use of
government credit. Most notably, perhaps, is the following from Article 9, § 18:
The credit of the state shall not be granted to, nor in aid of any person, association or
corporation, public or private, except as authorized in this constitution.
Michigan courts have specifically held That Article 9, § 18, of the Michigan Constitution is applicable
to county governments, as well as the state,19 tt—etstereeaesetratthere may be considerable
overlap between Article 8, § 2, and Article 9, § 18, of the Michigan Constitution. While Article 8, § 2,
is limited to non-public schools, Article 9, § 18, appears to be much broader and more inclusive.
A revenue bond can be defined as:
a bond that is payabiefron I d s..i1rc source of revenue and to which the full faith
and credit of an issuer with taxing power is not pledged. Revenue bonds are payable
from identified sources of revenue and do not permit the bondholders to compel
taxation or legislative appropriation of funds -net-pledged-for payment of deb:
service.2°
Michigan Courts have for several years recognized, what has been dubbed, the "revenue bond"
exception" to various constitutional challenges regarding extending public credit or incurring public
debt. In deciding that the proposed bonds before the Court in in Re Advisoly Opinion
Constitutionality of 1973 P.A. 1 and 2. 390 Mich 166; 211 NW2d 28 (1973), were not truly revenue
bonds, the Court noted that:
[t]he idea that some borrowed money is not a debt eke Hee II U1 11 ucteb epproving the
funding of "self-liquidating public works" through "revenue bonds."
The history and theory of the "revenue bond" exception is set forth in detail in Young
v Ann Arbor, 267 Mich 241: 255 NW 579 (1934), and reaffirmed and extended in
Attorney General, ex ref Eaves, v State Bridge Commission, 277 Mich 373; 269 NW
388 (1936). id. at 176 (emphasis added).
16 MCL 125.1607(1)(d); see also MCL 125,1623(1).
19 Advisory Opinion on Constitutionality of 1986 PA 261, 430 Mich 93; 422 NW2d 186 (1958) ("The prohibition of art
9, § 18 applies to local governmenta as political subcivisions and nsIrumentalities of the state. Oakland Co Drain
Comm'r v Royal Oak, 306 Mich 124, 142: 1,71. NW2d 435 (1043) (construing tne predecessor to Const 1063, art 5, §
18: 1908, art 10 § 12):).
20 Municipal Securities Ru:emaking Board, Glossary of Municipal Securities Terms. Second Ed. (January 2004)
htto;I/www.rnsrb.orc/msrb1/aiossarv/aIorv rih asn7sei=cr- (accessed June 30., 3008).
:20::Ncrh V!2cya;::n hE • F..:A1OLK,, • (248: 65t- us Wes; Wrg Zmenwl 'e.,
Commissioner Timothy A. Greimel
June 30, 2008 Letter, Page 7,
Re: EDC Project No. 08-03 - National Shrine of the Little Flower (2008-0551)
More recently, the Michigan Supreme Court had another opportunity Li pass on the so-called
"revenue bond" exception to the constitutional definition of a loan of credit, tn Advisory Opinion on
Constitutionality of 1986 PA 261, 430 Mich 93; 422 NW2d 186 (1988), the Court examined proposed
tax increment bonds in Local Development Financing Act 1986 P.A. 281 (MCL 125.2151, et seq.).
The.issue was wnether these bonds unconstitutionally lent the credit of the State in violation of
Article 7, § 26, or Article 9, § 18, of the Michigan Constitution. In holding that these tax increment
bonds were not truly revenue bonds (because they involved the taxing authority of the local
governmental unit), the Court found that the lax increment bonds, as envisioned in the LDFA, do
bring into play the general taxina authority of the snonsorina milnininNiitv nri rin not fit willaiaiza
revenue bond exception to the definition of a loan of ;ra." Id. at 126 (emphasis added).
In part, the analysis followed by the Court in reaching this decision was as follows:
In determining whether tax increment bonds amount to a loan of credit at all, we turn
to a rule articulated frequently in the decisions of this Court. in general., self-
liquidating, special obligation, or revenue bonds are excluded from the constitutiona'
definition of loan of credit.
If the bonds are revenue bonds, Const 1963, art. 9, § 18 is not
pertinent. This Court has several times held neither debt nor credit is
involved in a true revenue bond situation. . . . Conseauently, the
credit of the situ or county — state includes its subdivision county ...
-- is not involved in a true reveaue_bond situation.
Id. at 120-21 (citations omitted, quoting Alan v Wayne County, 388 Mich 210, 324 (1972)).
Specifically, as it relates to EDC revenue bonds, the Michigan Court of Appeals came to the same
conclusion, Mid-Michigan Farm & Grain Association v Henning. '127 Mich App 735, 7411339 NW2c1
243 (1983). The defendants were sued in their capacities as President and Secretary of the
Economic Development Corporation of Clinton County. The court held that
MCL 125.1623; MSA 5.3520(23) provides that the revenue bonds used to finance
corporations under the EDCA [Economic Development Corporations Act] be self-
liquidating. These-bones-are-hot aeneral obliaatiorrlenric,s--end-d-D not GnnoitiftP
indebtedlibb Or 1.1) state or a municipally' Id. at 741 (emphasis added, the Court
citing Oakland County Drain Comfier- v Royal Oak, 305 Mich 124, 142; 10 NW2C 435
(1943); Attorney General ex ref Eaves v State Bridge Comm, 277 Mich 373, 383; 269
NW 388 (1936)).
This case certainly reinforces that the revenue bonds issued by an EDO do not involve any County
ineebtedness. However, the constitutional provision challenged in this case was Article 3, § 6 ,1 of
the Michigan Constitution. While this case makes no interpretation of "public credit' as used in
Article 8, § 2, it does illustrate the applicability of the "revenue bond" exception to other related
constitutional provisions.
271 - Mich Const 1963, art. 3, ,§ 6 ("The state snail no be a parry to, nor be financially nterested in any two* of internat
improvement, nor engage in carrying on any such wore. ex:ent for oubtir,. •;ntemal morovements provloed by aw
Wrig 'xttrinion D' C;:. Eani 2.C5 ',2;razr • F-croie: i'24E) '
Commissioner Timothy A. Greimel
June 30, 2008 Letter, Page 8,
Re: EDC Project No. 08-03 - National Shrine of the Little Flower (2008-0551)
CONCLUSION
Based upon the above, it is my opinion that
There does not appear to be any serious argument that any County "credit" would be utilized in this
Project contrary to Article 8, § 2, of the Michigan Constitution: The anticipated revenue bonds are to
be issued solely by the EDC which is a separate legal entity.
To date, no court has specifically addressed whether the EDC revenue bonds constitute an
impermissible use of 'public credit" to aid a non-public school under Article 8, § 2. As the final
interpretation of a constitutional provision is the province of the courts, individual attorney opinions
and debates in other forums must be considered inconclusive.
My research has revealed no reason to believe that the "revenue bond" exception. as described
above, would not be applicable to the Article 8, § 2, question presented ite-rerirrarrd-tre-arrtrorpated
EDC revenue bonds in this Project.
Sincerely,
OAKLAND COUNTY CORPORATION COUNSEL
Michael D. Blaszczak,
First Assistant Corporation Counsel
MDBlegm
Enclosure
cc: B. Bullard wienclosure
L. Doyle w/enclosure
D. Smith w/enclosure
D. Hunter w/enclosure
1A,5'. SNAIL: E$RIrsgm U:UP 14 EaS! 1ZLC NOMI F...•:::Farn Fri."..'in • Ntcr..czr E5t • Pax ,:242)
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAIrs/D
Oakland County, Michigan
National Shrine of the Little Flower Project
PROJECT PLAN
CONTENTS
I. Summary Description of Project (Page 1)
2. Project Plan Certification by Company (Page 3)
3. Statutorily Required Information (Page 4)
4. Exhibits
"A" - Project Area Legal Description
• — Draft Letter of Credit Commitment Letter
• - Company Certificate Regarding Transfer of Employment
• - Company Certificate Regarding Payment of Prevailing Wages
Other
PROJECT PLAN
SUMMARY DESCRIPTION OF
National Shrine of the Little Flower Project
OWNER OF PROJECT: National Shrine of the Little Flower
• CONTACT PERSON: Matthew York
Associate Director of Development
National Shrine Parish & Schools
Office: 248-5414122 x455
LOCATION OF PROJECT: 3500 W. 13 Mile Road
Royal Oak, MI 48073
PROJECT AREA/DISTRICT AREA: See Exhibit A
NATURE OF PROJECT: Proceeds from the Series 2008 Bonds wit be used to reimburse the Shrine for
previous expenditures and finance future expenditures related to the construction of the Field House at Shrine
Catholic High School. The dimensions are 93'4 wide and 162'10" brig. It contains the playng area (93'4" x 121'4),
an entrance lobby (22' X 394",, men's & women's toilets, fitness center, coaches' office and a referee's room. The
locker rooms are existing in an attached building. The building is a pre-engineered building with block, metal siding
and a standing seam metal roof. The west wall has 32 equal sections (160 ft) of 'Kemal!' translucent fiberglass
panels to allow outside light into the facility.
EMPLOYMENT CREATED OR RETAINED: Other than the construction jobs created by the
project, the project will have no immediate effect on employment.
TOTAL PROJECT COST: Est. $4,175,000
BONDS TO BE ISSUED: up to $5,00D,030
LETTER OF CREDIT ISSUER OR BOND PURCHASER: Charter One Bank
DATE AND EXPIRATION DATE OF LETTER OF CREDIT OR BOND PURCHASE
COMMITMENT: Letter of Credit will be dated the date of closing (anticipated late July or
August 2008). Letter of Credit is expected to expire 3 years from closing.
2
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 TH.AT THIS _PROJECT
PLAN- .IS STATUTORILY. REQUIRED AND, IF IT CONTAINS
ANY MATE UAL MISREPRESENTA.TION OR
INACCURACY, :COULD RESULT IN THE MTVALIDATION
OF. THE ECONOMIC DEVELOPMEIVI" CORPORATION
PROCEEDINGS REGARDING THE PROJECT TO WHICH
THE PROJECT PL.LU\:. PERTAINS.
The National Shrine of the Lithe Flower
By:
.Pastor/President
Dated: oft I /OF
PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
National Shrine of the Little Flower 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:
Address: National Shrine of the jtile Flower, 3500W. 13 Mile Road, Royal Oak, Michigan 48073-3910
Size of project site: 93'4" wioe and 16210r long
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 alterations to the existing Field House (to turn it into a Performing Arts facility) will begin
once the construction of the new field house is complete.
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:
Project Cost Estimates:
Fieldhouse Construction $2,455,515
Performirg Arts Renovation $500,000
Upgrades to the High School $545,000
Soft Costs (Development, Architecture) $532,000
Financing Fees & Costs $117,4S5
Other Costs (Contingency) $25,00C
Total Project Cost $4,175,000
4
IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF
CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF EACH
STAGE:
The Field House is expected to be substantially complete by September 2008
The renovation of the current field house into a performing arts area and all of the other high
school renovations will begin upon occupancy of the new Field House. The renovation work is
expected to be complete by September 2010.
. V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT
AS OPEN SPACE AND THE USE CON1EMPLATED FOR THE SPACE:
There will be no change to areas left as open spaces in the Project Area.
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:
The Economic Development Corporation of the County of Oakland (the "EDC") will not sell,
donate, exchange, or lease any portion of the Project Area to or from the municipality.
VII. A DESCRIPTION OF DESIRED ZONING CHANGES AND CHANGES IN
STREET, STREET LEVELS, INTERSECTIONS AND UTILITIES:
No zoning changes will be required.
5
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;
Copy of Letter of Credit draft 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:
Monsig-nor William H. Easton — Pastor/President
David Jaeger — Master Plan Operating Committee — Committee Chair
Matthew York — Associate Director of Development
. 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 undertaken for the benefit of National Shrine of the Little Flower will be operated
by National Shrine of the Little Flower.
6
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 EXIS 'FENCE OR UNDER
CONSTRUCTION, THE CONDITION OF THOSE IN EXISTENCE, THE NUMBER OF
OWNER-OCCUPIED AND RENTER-OCCUPIED UNITS, TEE ANNUAL RATE OF
TURNOVER OF THE VARIOUS TYPES OF HOUSING AND THE RANGE OF RENTS
AND SALE PRICES, AN ESTIMATE OF THE TOTAL DEMAND FOR HOUSING IN THE
COMMUNITY, AND THE ESTIMATED CAPACITY OF PRIVATE AND PUBLIC
HOUSING AVAILABLE TO DISPLACED FAMILIES AND INDIVIDUALS:
Not Applicable,
XIV. A PLAN FOR ESTABLISHING PRIORITY FOR THE RELOCATION OF
PERSONS DISPLACED BY THE PROJECT IN NEW HOUSING IN THE PROJECT AREA;
Not Applicable
'7
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
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
LEGAL DESCRIPTION
etterin g Reloto to MIchlgon Stets Mono Co—okAnats $ystern
Port of rYorixa L4do Poo* Sub cWiton . 0.11 11,00454 fr Lfher 10 of Plots, Pops 'Li,
Gokloati Cotitty rtedordl, Ond ptoi of the Stnytheat.1 if of $lectiori 8 Tow I North.
ikilVe II &tat, CRY of MVP! Qik, Ooktonti atVnty, Aftehittinti detiOtlbsd tos:
Coreirtivteng at the Souffi X dto-nor of StaliOn 8, Town I Mirth; Pang*
therm* olon0 ths Pus ,§Outh tins of SootioS 6, oft retoortomertfitd o Noth 87'14T0*
Eolt 180.140 "tooti thence httrift 0X24.52" West . 4,43 (sit to, a OW' on She prfttnol
reAtiffkie Thtritten 'Mne. thfeth Ned, "WM biting 'Nbrihr tie Cog Mall toot
ft‘rn the Smith g comet of S09441 61 /More ContihtiMq North 0,174*52 4 West 3.3.00
feet to the NOrfh Una of thilteen -PAO ttood and to the Pail! of SvilipAingt theme
continuin g North OST4st,2* 2$4.1$0 fitimovi Stkoth eritlte' st4st -3011,n
otot, thonoo effort() the Emit One to,Vettoted Dulteettfre'Arentre NOM 03'2,1059 - Weed
20.50 feet : that** alailtffie Soilthititt Line of ItIrbe 1,146.6 boWevitird the figfosSito
*Avert (7) erusa orto (t)-_43/0/0 the Aio , of 0 Cow te the tiVit, 92,07 -feet Rodtui
02.00 feet, t38ntnat Ants tittfrOZI NOVI 1%0 -2044 1 12. test 118.205 feftte two
() North 53'11.123' root 4t -69 Asti14 thrie. (3) otOrio the /4•0 of a Cultiv to the night,
l07,10 Moab Rodive feet, daintier ANA* 8 r5rmet. chow Siettra North 114$49441'
,Eott 101.117 fest four (4) along th e Itre of a Cur ve to th e Lek 468.36 fowl, Radius
93611e reot, .einfroi Attgis 28O11 Chood BOWS $0,th 713154137':. &et 46180 feet,
fivo (6) North er4r4r Ettli 27.18 hut, qetx (0) eibrof Ifto Are of a Cum* to the
Left NILO foot, Radius fiff(A0C feet, 03,46)1 MO 17'4814": Chord itoors "'forth
7111481,30' East !O&M fest &id sevsp (7) along the Are 41`.4 a Cum, to The night
17641 Ink Poeihrs ISA1410 ftoilk Csntrat Angf4 054:31122•J Otteni Peony North
72'ace04'd root- t734 feete therm* South 03460•00' test .13iMV Mot Mime NorO)
77"d2'40" East 104.28 fee: thence South 02441542' East 13347 Met theme alon g
the North Wu, of Ihteteen Mile Road, South 8rt1 .100 West 731L113 feil to the rioft/i
of geghtnliv. Contobet 10.9$7 Aare', Sublitat to Eosernent otod Reetrfations of
Rectird.
Exhibit B
DRAFT LETTER OF CREDIT COMMITMENT LETTER
glg: Charter One
June 4. 2008
Monsignor Easton
The National Shrine of the Little Flower Catholic Church
2123 Roseland Avenue
Royal Oak, Michigan 48073
Dear Monsignor Easton:
We are pleased to advise you that RBS Citizens, National Association (the "Bank"), has
approved and commits to the credit facilities described below (the "Credit Facilities"), to be
extended to a Michigan nonprofit corporation to be formed (the "Obligor") by the Archdiocese of
Detroit (the "Archdiocese") to assume operations of The National Shrine of the Little Flower
Catholic Church (the "Church") and al of the Church's schools. This commitment is subject to all
rules and regulations governing the Bank and to the following terms and conditions:
DESCRIPTION OF THE CREDIT FACILITIES:
I. BRIDGE LOAN
Type or Credit; Non-Revolving Line of Credit (the "Bridge Loan")
Purpose: To provide interim financing for a portion of the costs of funding
the construction of a new athletic field house, the renovation of the
existing gymnasium to serve as a performing arts center for Shrine
Catholic High School and miscellaneous upgrades to Shrine
Catholic High School (the "Project") until the proposed Bonds (as
defined herein) are issued
Amount: lip to $1,000,000
Maturity: The earlier of 364 days from closing or the date of issuance of the
Bonds
Amortization:
Rate:
Calculation:
DELIB:2977842.3‘126361-00027
Payments of interest only will be due on the first clay of each month,
commencing with the first month following closing, and on the date
of issuance of the Bonds
LIBOR plus 110 basis points per annum; provided, that if the
Obligor has not begun moving its operating relationship to the Bank
by closing of the Bridge Loan, the rate will be LIBOR plus 135
basis points per annum.
"LIBOR" means a floating rate per annum equal to the Bank's 1-
month LIBOR Advantage Rate.
Interest shall be calculated for the actual number of days elapsed on
the basis of a 360-day year, including the first date of the applicable
period to, but not including, the date of repayment
Obligor: Entity to be Formed by the Archdiocese of Detroit
Date: June 4, 2008
Page 2
Collateral: The Bridge Loan will be secured by a pledge of the Obligor's gross
revenues. The Obligor will grant a negative pledge to Bank
covering all of its property, whether now owned or hereafter
acquired, including without limitation all cash and investments, The
Archdiocese will grant a negative pledge to Bank covering all of the
property, plant and equipment owned by the Archdiocese but used
for the operations of the Obligor and all cash and investments held
by the Archdiocese for the benefit of the Obligor
2. DIRECT-PAY LETTER OF CREDIT
Type of Credit: Irrevocable, Direct-Pay Letter of Credit (the "Letter of Credit").
Purpose: The Letter of Credit will serve as credit enhancement and liquidity
support for a series of tax-exempt variable rate demand bonds to be
issued by the Oakland County Economic Development Corporation
(the "Bonds"). The proceeds of the Bonds will be loaned to the
Obligor to payoff the Bridge Loan and to finance a portion of the
Project
Amount: The Letter of Credit will be issued in an amount up to $4,175,000
plus applicable interest coverage
Beneficiary:
Drawings:
The Letter of Credit will be issued for the benefit of the financial
institution acting as trustee on behalf of the bondholders under the
Indenture for the Bonds (the "Tnistee")
Drawings on the Letter of Credi ., will be available for payments of
monthly interest on the Bonds ("Interest Drawings"), payments of
the principal amount of the Bonds in connection with the Obligor's
annual redemption obligation or due to acceleration of the Bonds
("Principal Drawings"), and principal and interest drawings to pay
for tendered Bonds that are not immediately remarketed ("Purchase
Drawings"). Interest Drawinu will be automatically reinstated,
unless the Bank gives notice otherwise, and Purchase Drawings will
be reinstated upon resale of the Bonds in the amount of the Bonds
remarketed
Term: The Letter of Credit will initially expire three (3) years from its date
of issuance
Not more than 120 nor less than 90 days prior to the first
anniversary of the issuance of the Letter of Credit, the Obligor may
request, in writing, that the Bank extend the Letter of Credit's
expiration date by one (1) year. The extension will be made in the
sole discretion of Bank upon conditions satisfactory to Bank
(including payment of Bank's processing fee) and will be effective
on the first anniversary of the Letter of Credit's issuance date
DF,LI13:2977842.:h126361.-00027
Obligor: Entity to be Formed by the Archdiocese of Detroit
Date: June 4, 2008
Page 3
Reimbursement of
Drawings and
Interest: The Obligor and the Bank will enter into the Bank's standard form
of letter of credit reimbursement agreement (the "Reimbursement
Agreement") consistent with the terms and conditions of this letter,
and containing such other terms and conditions as may be agreed to
by the Obligor and the Bank.
Pursuant to the Reimbursement Agreement, the Obligor will be
obligated to immediately reimburse the Bank for the amount of all
Interest Drawings and. Principal Drawings : and if not so reimbursed,
such obligation. shall be due and payable on demand and will bear
interest until paid at a percentage per annum equal to the Bank's
Prime Rate plus four percent (4%) (the "Default Rats").
The Obligor will reimburse the Bank for the amount of all Purchase
Drawings according to the schedule for redemption of the Bonds,
with any unpaid -balance due upon expiry of the Letter of Credit.
The reimbursement obligation for Purchase Drawings will bear
interest for sixty (60) days from the date of each Purchase Drawing
at a percentage per annum equal to the Bank's Prime Rate plus two
percent (24), and thereafter at a percentage per annum equal to the
Bank's Prime Rate plus three percent (3%).
Upon the occurrence of a default under the Reimbursement
Agreement, all obligations of the Obligor to reimburse the Bank for
any drawings on the Letter of Credit or for the payment of interest,
fees, costs or other obligations ("Obligations") will be due and
payable upon demand and will bear interest at the Default Rate
Prepayment: Amounts owing at a floating interest rate based on the Prime Rate
will be prepayable at any time without premium
Computations: All interest and fees will be computed on the basis of the actual days
elapsed over a year of 360 days
Bond Amortization: The Bonds will fully amortize over a period of 30 years or less
pursuant to a schedule satisfactory to Bank
Sinking Fund: The Obligor will make quarterly payments into an interest-bearing
account maintained with the Bank (the "Sinking Fund") for the sole
purpose of providing, in advance_ funds to reimburse the Bank for
the annual principal redemptions of the Bonds
Fees: The following fees will be due and payable in connection with the
Letter of Credit:
(a) Non-refundable commission (the "Annual Commission") at
a rate per annum equa1 to one and ten hundredths of one
DE1.12:29771342.3\ i2636 I-00027
Obligor: Entity to be Formed by the Archdiocese of Detroit
Date: June 4, 2008
Page 4
percent (1.10%) of the amount of the Letter of Credit;
provided, that if the Obligor has not completed moving its
operating relationship to the Bank by the date of issuance of
the Letter of Credit, the Annual Commission will be a rate
per annum equal to one and thirty .five hundredths of one
percent (1.35%) of the amount of the Letter of Credit. The
Annual Commission will be payable (i) on the issuance date
of the Letter of Credit, in advance for the period ending one
(1) year from such date and (ii) thereafter, quarterly in
advance. During the continuance of a default under the
Reimbursement Agreement, the Annual Commission will
be four percent (4.00%) per annum, payable upon demand;
(b) Standard issuance, processing and/or administration fees as
may be charged by Bank, including but not limited to a
drawing fee of $250.00 per drawing, payable upon each
drawing; and
(c) Transfer fee of $1,500.00. payable upon any transfer of the
Letter of Credit (or any part thereof) to a new Trustee.
The Obligor will also be responsible for the payment of all costs,
fees and expenses incident to the issuance of the Letter of Credit,
whether or not the Letter of Credit is issued, including, without
limit, such items as legal fees and other tees and charges which are
set forth in this commitment. AP, fees, costs and expenses will be
paid by the Obligor at closing or on demand
Collateral: The Obligations will be secured by a pledge of the Obligor s gross
revenues. The Obligor will grant a negative pledge to Bank
covering all of its property, whether now owned or hereafter
acquired, including without limitation all cash and investments. The
Archdiocese will grant a negative pledge to Bank covering all of the
property plant and equipment owned by the Archdiocese but used
for the operations of the Obligor and all cash and investments held
by dr. Archdiocese for the benefit of the Obligor
Conditions to
Disbursements: All disbursements of Bond proceeds from the Project Fund
("Disbursements") shall comply with the limitations applicable to
Disbursements set forth in the indenture and Loan Agreement
executed by the issuer. Bank will not authorize any disbursements
of Bond proceeds for renovation of the existing gymnasium into a
performing arts center until Bank has reviewed and is satisfied with
the final construction budget for that portion of the Project. Ail
Disbursements will be subject to Bank's receipt and review of a title
search showing no construction liens on the Obligor's real property
where constnictiota or renovation are being funded with Bond
proceeds. Any Bond proceeds that are disbursed to reimburse the
DEUB:2977F,42.3\1263G1-00027
Obligor: Entity to be Formed by the Archdiocese of Detroit
Date: June 4, 2008
Page 5
Archdiocese or the Obligor for construction or renovation costs
must be disbursed to the Obligor and deposited into an account of
Obligor held by Bank
CONDITIONS TO CLOSING:
Conditions: The following conditions must, be satisfied prior to closing of the
Bridge Loan and must continue to be satisfied prior to issuance of
the Letter of Credit:
1. Documentation. The Obligor must deliver such other
documents and instruments as required by Bank and its
legal counsel including, without limitation, a satisfactory
negative pledge agreement with the Archdiocese,
Opening Balance Sheet. The Bank shall have received and
be satisfied with the opening balance sheet of the Obligor.
3. Adverse Change. The Bank must continue to be satisfied
with the financial condition and prospects of the Obligor
and the Archdiocese. All information provided to Bank in
connection with its approval must be complete and correct
in all respects, and no material adverse change shall have
occurred with respect to the Obligor or any of its property.
4. Accounts. In addition to the Sinking Fund, the Obligor
shall maintain an account with the Flank for the purpose of
reimbursing the Bank for monthly interest drawings and the
payment of Bank fees
5, Incorporation. The Bank and its legal counsel shall have
reviewed and be satisfied with the incorporation of the
Obligor and the operations of the Church and its schools
that become operations of the Obligor,
6. Construction Buclet, Receipt and satisfactory review by
Bank of the final construction budget for the portion of the
Project consisting of field house construction.
7. Interest Rate -Swan. Within 60 days after the issuance of the
Letter of Credit, the Obligor must enter into an interest rate
swap to hedge its interest rate risk related to the Bonds.
The Obligor must provide the Bank with the opportunity to
bid on the interest rate swap. however, the Obligor is under
no obligation to purchase any interest rate swap or other rate
management product from Bank
OTHER TERMS:
DELIE1:2971542.311263614}0027
Obligor: Entity to be Formed by the Archdiocese of Detroit
Date: June 4, 2008
Page 6
Cross-Default: The documents evidencing the Credit Facilities shall expressly provide that
a default under any obligation of the Obligor to the Bank will be a default under the documents
evidencing the Credit Facilities, and a default under the documents evidencing the Credit Facilities
will be a default under all other obligations (including interest rate swaps) of the Obligor to the
Bank. Upon the occurrence of an Event of Default, Bank shall have the right, 'out not Me obligation,
to cause the Trustee to call all of the Bonds for redemption
Closing Costs: The Obligor shall pay all out-of-pocket costs incurred by the Bank in
connection with preparing for and in closing the Credit Facility, including but not limited to such
items as legal fees and other fees and charges which are set forth in this commitment. The Obligor
shall reimburse the Bank for all out-of-pocket costs incurred by n regardless of whether any of the
Credit Facilities are closed
Covenants: The documents evidencing the Credit Facilities will include customary business
credit covenants, and will include financial covenants as Bank shall require, including but not limited
to the following, each of which is subject to change prior to the closing of the Credit Facilities:
• The Obligor will maintain a minimum Debt Service Coverage Ratio of
greater than or equal to 125%, as of the end of each fiscal quarter for the
four (4) fiscal quarters then ending. "Debt Service Coverage Ratio - for any
period means the quotient of Net Revenue divided by Debt Service. "Debt
Service" means, for any period the sum, without duplication, of (a) interest
paid or payable during such period by Obligor on its debt, plus (b) all
payments of principal or other sums paid or payable during such period by
Obligor with respect to its debt having a final maturity of more than one
year from the date it was created, plus (c) all debt discount and expense
amortized or required to be amortized during such period by Obligor, plus
(d) al obligations of the Obligor (net of settlement) in respect of any interest
rale or currency swap, rate cap or similar transaction paid or required to be
paid during such period by Obligor, plus (e) all credit enhancement or letter
of credit fees paid or required to be paid during such period by the Obligor.
"Net Revenue" of the Obligor means, for any period, the increase (decrease)
in net unresticted assets plus interest expense (including letter of credit fees
and remarketing fees), plus depreciation and amortization expense, plus
(minus) non-cash extraordinary (gains) josses, and unrealized losses (gains)
on investments, minus net assets released from restrictions unless used for
operations or available to pay. obligations owed to Bank, as set forth in the
Obligor's financial statements in accordance with GA.A.P, consistently
applied. Unrealized gains or iosses attributable to any interest rate or
currency swap, rate cap or similar transaction will be excluded from the
calculation of Net Revenue
• The Obligor will maintain a minimum ratio of its Unrestricted Cash and
Investments to its Funded Debt of .50 to 1.00, tested twice yearly.
"Unrestricted Cash and Investments" means cash, cash equivalents and
marketable securities, but excluding trustee-held funds and funds restricted
by law or donor-imposed restrictions to other than operating or debt service
purposes, computed in accordance with GAAP. as set forth in the most
recent financial statements of the Obligor delivered to Bank. "Funded
Debt" means, without duplication, („a,) all indebtedness for borrowed money,
DEL IE1,2977g42.31n2636 1-00027
*'
Obligor: Entity to be Formed by the Archdiocese of Detroit
Date: June 4, 200,S
Page 7
(b) all obligations, contingent and absolute, to reimburse drawing under
letters of credit issued by financial institutions, (c) all capitalized lease
agreements, (d) all obligations for the deferred purchase price of any
property, and (e) all obligations with the economic effect of a guaranty of
obligations of the type described in this definition, regardless of
characterization
• The Obligor will observe and conform to all requirements of any
governmental authorities which are material to the conduct of its business,
property, or assets and will maintain and keep in full force and effect all
licenses, permits, and accreditation necessary for the proper conduct of its
business
• The Obligor will not incur any additional indebtedness except to Bank and
except for amounts incurred in the ordinary course of business to be
determined by Bank prior to closing of the Bridge Loan
• The Obligor will not expend more than S:,000,000 for maintenance capital
expenditures other than Project costs during the term of the Letter of Credit
Reporting Requirements: The documents evidencing the Credit Facility will include
customary business reporting requirements, including but not limited to the following:
• Annual CPA-reviewed financial statements of the Obligor on a accrual basis
and otherwise in form and detail satisfactory to Bank, within 120 days after
the end of each of the Obligor's fiscal years, beginning with the fiscal year
ending June 30, 2009, together with a certificate demonstrating that the
Obligor is in compliance with all of its financial covenants •
• Quarterly management-prepared financial statements of the Obligor within
45 days after the end of each of the Obligor's fiscal quarters, together with a
certificate demonstrating that the Obligor is in compliance with all of its
financial covenants
• Quarterly capital campaign reporting within 45 days after the end of each of
the Obligor's fiscal quarters
• Annual operating budget within 15 days after approval by the Archdiocese
• Monthly construction reporting within 15 days after the end of each month
which will include a report of the Obligor's construction manager regarding
the progress of construction of the Project, amounts expended to date
compared to budget, change orders and title searches showing no
construction liens
Events of Default: The Obligor will be in default if, among other things, it fails to pay
principal c)i- interest on the Bridge Loan when due, if it fails to immediately reimburse the Bank for
Interest Drawings and Principal Drawings, if it fails to pay principal of or interest on its
reimbursement obligations with respect to Purchase Drawings when due, if certain events of
bankruptcy or receivership affect the Obligor, if a default occurs under any documents related to any
indebtedness of the Obligor or if it fails to peiform timely and properly, keep and preserve any term,
provision covenant, agreement, or condition under the documents relating to the Bridge Loan or
under Reimbursement Agreement and related documents. The documents relating to the Bridge
Loan and the Reimbursement Agreement will contain additional standard events of default typical
for similar transactions
DELIP:2977842.3112636:-00027
ar
Obligor: Entity to be Formed by the Archdiocese of Detroit
Date: June 4, 2008
Page 8
Yield Maintenance: If there occurs any change in, or imposition of, any law, rule, or
regulation of general application to the Letter of Credit, the maintaining of loans at the LIBOR rate
or deposits of the Bank. the result of which is to increase the cost or reduce the return to the Bank for
maintaining the Letter of Credit or maintaining loans at the LIBOR rate, including the
implementation of any capital reserve requirements, the Obligor will pay such increased cost or
reduced return to the Bank, in addition to the Letter of Credit fees provided herein
Indemnity: The Obligor shall indemnify and hold harmless the Bank and each director,
officer, employee, agent and affiliate of the Bank from and against any and all actions, suits,
prneeedings (including investigations or inquiries), claims, losses, damages, liabilities or expenses of
any kind or nature whatsoever which may be incurred by any of the foregoing persons or entities as a
result of or rising out of or in any way relating to the transactions contemplated by this letter,
whether or not the transactions are closed.
Participation: The Bank reserves the right to syndicate or sell participations in its rights and
obligations under the Letter of Credit to other financial institutions. The Obligor agrees to provide
reasonable cooperation, if necessary, to aid in such syndication or participation
GENERAL REQUIREMENTS:
Requirements for Closing; Satisfaction of the following conditions is an express condition
precedent to Bank's funding the Bridge Loan and its issuance of the Letter of Credit:
• The Bank shall have received certified copies of the Obligor's articles of
incorporation, bylaws, certificate of status : and 501(c)(3) determination letter,
together with satisfactory company resolutions of the Obligor authorizing the Credit
Facility and designating the individuals who have authority to execute the
documents evidencing the Credit Facility on behalf of the Obligor
• The Bank shall have received a favorable opinion of outside legal counsel for the
Obligor in form and substance acceptable to the Bank
• The Bank shall have received an .opinion of Bond counsel in form and substance
acceptable to the Bank
• The Bank shall have reviewed and approved the Bond documents
Legal Documentation: All of the documents used in connection with the closing of the
Credit Facilities shall be drafted by the Bank's legal counsel and will contain such additional terms
and conditions as may be required by, and shall otherwise be satisfactory in form and in substance to,
the Bank and its legal counsel. Such documents will contain teuns and conditions that are not
referenced in this letter, but the terms of such documents will, in all events, be consistent with this
letter
Assignability: This commitment may not he assigned by the Obligor except with the written
consent of the Bank
Cancellation: This commitment may be terminated at the sole option of the Bank upon
notice in writing to the Obligor, upon the occurrence of any of the following events:
DELa2977842.3 N12636?-90027
vt?
Obligor: Entity to be Formed by the Archdiooese of Detroit
Date: June 4, 2008
Page 9
• If the Obligor fails to comply with any of the terms and conditions hereof or
• In the event of the filing by or against the Obligor of a petition in
bankruptcy or insolvency, or for reorganization, or for the appointment of a
receiver or trustee, or in the event of any assignment for the benefit of
creditors or the filing of a petition for arrangement by the Obligor, or if the
financial condition of the Obligor changes in any other material respect,
• The occurrence of a material adverse change with respect to the
Archdiocese. or
If any of the information or representations given to the Bank by the
Obligor, the Church or the Archdiocese were untrue or incorrect at the time
provided or at any time prior to the closing of the Credit Facilities
Commitment Acceptance and Expiration: This commitment letter constitutes an offer to
enter into the credit transactions described herein and will constitute a contact binding upon the
Bank only upon acceptance by the Church, on behalf of the Obligor, on or before June 13, 2008,
This Commitment Letter may be accepted by your execution and -return of one original to the Bank
of this Commitment Letter. This commitment may be accepted in whole and not in part. If this offer
is accepted by Obligor, the documentation evidencing the Bridge Loan must be executed prior to the
Bank's close of business on June 30, 2008 and the documentation evidencing the Letter of Credit
must be executed prior to the Bank's close of business on August 31. 2008 or this commitment shall
automatically expire and be of no further force or effect unless extended in writing by the Bank,
Miscellaneous: Any invalidation or waiver of any of the provisions of this commitment
shall not invalidate or waive any other provision hereof. This commitment and the enforcement
hereof shall be construed in accordance with the laws of the State of Michigan. Time 35 of the
essence. This commitment letter constitutes the entire agreement of the parties and supersedes all
previous letters, agreements or understandings.
We hope that the terms and provisions of this commitment letter will satisfy your credit
needs. We look forward to serving you and providing you what we believe are the best commercial
loan products and services available.
RBS CITIZENS, NATIONAL
ASSOCIATION
By: LAV M stoke4,-
Dawn Stokes
Its: Vice President
DELIB:2977$42,3 126361-OG077
Obligor: Entity to be Formed by the Archdiocese of Detroit
Date: June 4, 2008
Page 10
THE UNDERSIGNED ACKNOWLEDGF,S AND AnPFFS To TT-TF "MR lvfc .4-INTJD
CONDITIONS AS OUTLINED IN THIS LETTFAZ AND AGRF.F TO ILIF AR All or 1:tA1qTe"
COSTS ASSOCIATED WITH TI-LIS TRAMACTION NCI ITDINCi WITT-Tril IT T TMTT A Trro\-k
BANK'S LEGAL FEES AND EXPENSES. REG.ARDLF.SS OF WI-TETT-1PP cn NOT -nu
TRANSACTION CLOSES,
• ARCHDIOCESE OF DETROIT
By:
Name:
Its:
DELHI:2977E42: n126351 -NM
Nationa; Shrine of the Little Flower. 3
Michigan 501 (e)3 entity
/74
.Bv:
Its: Pastor/President
r ...a •
Exhibit C
COWNV CERTIFICATE REGARDING -
-TRANSFER or ElVf.PLOYIVIENT
(National Shrine of the Little Pim% er Project)
The undersigned, The National Shrine of the Little Flower, a Miebirian 501 (e) 3 entity
(the "Co-mpany'), hereby certifies to The Economic Develop:yew Corporation of the Count) of
Oakland (the "EDC") as follows:
1. This Certificate is made and based upon the best of the Company's knowiedat 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 .Certiticate will be employed by the EDC a5
the sole basis for the E.DC's certification to the Board of Commissioners of the County of
Oakitmd as to transfer of employment as required by Section 8(3) of the Economic Development
Corporations Ael, Act No 338 of the Michigan Public Acts of 1974 as amended (the "Ad").
The Company understands that- the EDC.'s Certification to the Board or
Commissioners of the County of Oakland is a statatry requirement which, if improperly made
or based upon arry material misrepresentation or inaccuracy, iniEtht invalidate the proceedings
regarding the The National Shrine of the Little Flower Pioi1 (the "Project") pursuant to which
the EDC expects. ultimately to issue its limited._obiigation• economic development revenue bands
to finance all. or pari 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 pasonsfro.rn a municipality (as that term is defined in the
,•/‘.ct) of this State to R.oyal Oak, Michittan, the mutlicipalit. in which the Project will be located.
, 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 ate
issued by the ELK, for the benefit of the Project,
Dated.: 6111/08
Pastor/President
i•
s
Exbbit
COMPANY CERTIFICATE REC.; ARDING
PAYMENT OF PREVAJUNG WAGES
(National Shfine of the Little Flow er Project)
The undersigned,. The National Shrine of tile Little Flower, a Michigan. 501 (c)3 entity
(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 E-conomic Development Colvforations Act, Act No. 338 of the Michigan Public Acts or1974,
is amended (the "Act") vvhich, if improperly made or based upon any material misrepresentation
or inaccuracy, might invalidate the proceedings Tegardinv., the The National Shrine of the Littit.'
Flower Project (the "Project") pursuant to which the EDC expects ultimately to issue its limited
obligation economic development revenue bonds to finance an or part of the Project.
2. Within the meaning and intent of Section 8f4i(h) of the Act, all persons
performing work on the construction of the Project will be .paid the prevailitm 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.
The National Sinitic of the Little Flower
Dated: 6/11/08'
RH 561467v1
Resolution #08147 July 17, 2008
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC. #08147) July 31, 2008
FINANCE COMMITTEE, MIKE ROGERS, CHAIRPERSON
IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION -
RESOLUTION APPROVING PROJECT PLAN (NATIONAL SHRINE OF THE LITTLE FLOWER
PROJECT) - CITY OF ROYAL OAR
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has
reviewed the above referenced resolution finds:
1) Use of County resources will be 100% reimbursed by the
Economic Development Corporation and do not impose any
fiscal implications to County funds.
FINANCE COMMITTEE
Ayes: Crawford, Middleton, Long Coulter, Zack, Douglas,
Kowall
Nays: Greimel
Absent: Rogers, Potter, Woodward
Resolution #08147 July 31, 2008
Moved by Douglas supported by Woodward the resolution (with fiscal note attached) be adopted.
AYES: Douglas, Gershenson, Gingell, Gosselin, Gregory, Hatchett, Jacobsen, KowaII, Long,
Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Woodward, Zack, Bullard, Burns,
Coleman. Coulter, Crawford. (23)
NAYS: Greimel. (1)
A sufficient majority having voted in favor, the resolution (with fiscal note attached) was adopted.
APPROV)7TH_EJORE9ONS RESOLUTION
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 July
31, 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 31st day of July, 2008.
Gat
Ruth Johnson, County Clerk