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HomeMy WebLinkAboutMinutes - 10th - December 11, 197932 MINUTES OF A REGULAR MEETING OF THE ECONOMIC DEVELOPMENT CORPORATION OF LIVONIA A Regular Meeting of the Board of Directors of the Economic of the City of Livonia, Michigan, was called to order by Mr approximately 7:45 p.m., Tuesday, December 11, 1979, at the 33000 Civic Center Drive, in the Council Chambers, Livonia, Roll was called by the Clerk with the following results: Directors Present: Mr. Mr. Mr. Mr. Ms. Mr. Mr. Mr. Mr. Mr. Development Corporation . Ventura, Chairman, at Livonia City Hall, Michigan. Kenneth Hale Frank Hand Alan Helmkamp Robert Jankowski Helen Kavanaugh Stanley Telman Peter Ventura Norman Horowitz (Topeka) Daniel Kelley (Topeka) Edward McNally (American Community) Directors Absent: Mr. Ronald Mardiros Mr. Angelo Plakas Others Present: Mr. Ms. Mr. Mr. Mr. Mr. Dr. Daniel Gilmartin, Executive Director Marie King, Recording Secretary Mansur, Mr. Gallagher of Bi-Con Construction Pringle, Topeka Inn Management Rich, Mr. Louis, Mr. Kasischke, Mr. Rosen and Mr. Gorbach of Supreme Industries Paciocco for Carrollton Arms Ajluni On a motion by Mr. Helmkamp, supported by Mr. Hale, and unanimously adopted it was #79-57 RESOLVED, that the minutes of the Regular Meeting of the Economic Development Corporation of Livonia, held on November 15, 1979, are hereby approved. On a motion by Mr. Hand, supported by Mr. Telman, and unanimously adopted it was #79-58 RESOLVED, that the Board of Directors of the Economic Development Corporation of the City of Livonia recognize the six new directors who have been appointed by Mayor Edward H. McNamara as follows: Mr. Daniel Kelley and Mr. Norman Horowitz for the Topeka Inn Management Project; Mr. Michael O'Connor and Mr. Bernard Pickard for the Jacobson's Project; and Mr. Fernon Feenstra and Mr. Edward McNally for the American Community Mutual Insurance Co. Project. 33 At this time, the Chairman introduced Mr. Richard Pringle, Vice President of Topeka Inn Management Co. from Topeka, Kansas. Mr. Pringle gave a brief presentation to familiarize Mr. Horowitz and Mr. Kelley with the various aspects of the project. He explained that a Holidome is a climate -controlled area, surrounded by rooms, designed for the comfort and pleasure of the guests. They are hoping to break ground in April. Presently, the plan calls for 206 rental units with future plans for an additional 96 room expansion; however, this could change. He added that there will be good banquet facilities, and it will be agressively marketed for the convention trade business. Mr. Ventura explained that in addition to receiving EDC approval for financing, the site plans will have to be approved by the Planning Commission and the City Council. On a motion by Mr. Helmkamp, supported by Mr. Hand, and unanimously adopted, it was RESOLUTION OF THE ECONOMIC DEVELOPMENT CORPORATION APPROVING PROJECT PLAN Topeka Inn Management, Inc. Project #79-59 WHEREAS, there exists in the City of Livonia (the "Municipality") the need for certain programs to alleviate and prevent conditions of unemployment and to assist and retain local industries and commercial enterprises and to encourage the location of industries and commercial enterprises in order to strengthen and revitalize the economy of the Municipality and provide needed services and facilities to the Municipality and the residents thereof; and WHEREAS, as one of its programs to alleviate the aforesaid conditions and accomplish said purposes, the Economic Development Corporation of the City of Livonia (the "Corporation") in conformity with Act 338, Michigan Public Acts, 1974, as amended ("Act 338"), has initiated proceedings with respect to the potential issuance of its limited obligation economic development revenue bonds to assist in the financing of the Project captioned in the title of this resolution; and WHEREAS, the Corporation in conformity with Act 338 has prepared a Project Plan for the Project providing all required information and all proceedings under Act 338 required prior to consideration by the Corporation of the Project Plan have been completed NOW, THEREFORE, BE IT RESOLVED: 1. The Project Plan, as attached hereto and made a part hereof, meets those requirements set forth in Section 8(4) of Act 338. 2. The persons who will be active in the management of the Project for not less than one year after approval of the Project Plan have sufficient ability and experience to manage the Plan properly. 34 3. The proposed method of financing the Project as outlined in the Project Plan is feasible and this Corporation has the ability to arrange or cause to be arranged, the financing. 4. The Project as submitted is reasonable and necessary to carry out the purposes of the Act. 5. Based upon the information submitted and obtained in the course of previous proceedings, the Project Plan, as submitted, and the Project serve to alleviate and prevent conditions of unemployment and strengthen and revitalize the economy of the Municipality and, therefore, constitute a vital and necessary public purpose. 6. This Corporation hereby determines and by adoption of this resolution and its conveyance in certified form to the governing body of the Municipality, this Corporation hereby certifies that the Project shall not have the effect of transferring employment from another municipality of this State to the Municipality. 7. The Secretary of this Corporation is hereby authorized to convey a certified copy of this resolution and the Project Plan to the planning commission and governing body of the Municipality for their review. 8. All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution are rescinded. Due to the poor copying quality of the map accompanying the Topeka Inn Management's legal description, the Chairman asked Mr. Gilmartin if he would have the Planning Department make a new one. The Chairman read a letter from Mr. John T. Garr, Vice President of City National Bank in which he expresses that City National Bank of Detroit intends to assist Mr. Bruce Rosen in marketing an Industrial Revenue Bond in the amount of approximately $3,000,000.00 to finance a 125,000 square foot warehouse facility on Globe Road in the City of Livonia. 0n a motion by Mr. Hand, supported by Mr. Telman, and amended by Mr. Helmkamp with the full concurrence of the maker and supporter, that prior to the final consummation of the project, a Guaranty be executed by Supreme Distributors in the form provided by Counsel and identified by attachment; and unanimously adopted, it was #i79-60 WHEREAS, there exists in the City of Livonia, Wayne County, Michigan ("Municipality") and in the State of Michigan ("State") the continuing need for programs to alleviate and prevent conditions of unemployment, to assist and retain local industrial and commercial enterprises, to meet growing competition for new industry, to strengthen and revitalize the economy in general, and to encourage the location and expansion of commercial enterprises to more conveniently provide needed services and facilities. 35 The Economic Development Corporations Act of 1974, Act 338, Public Acts of 1974, as amended ("Act"), provides a method for the encouragement and assistance of industrial and commercial enterprises in locating, purchasing, constructing, reconstructing, modernizing, improving, maintaining, repairing, furnishing, equipping, and expanding in the Municipality. The Municipality, by Resolution adopted on April 4, 1979, established and created the Economic Development Corpora- tion of the City of Livonia ("Issuer") to exercise the power and authority granted by the Act. The Issuer has been advised that Bruce H. Rosen ("Company"), an individual, proposes to acquire, develop, and construct facilities consisting of land, buildings and equipment ("Project") in the Municipality. The nature of the Project is an office and warehouse facility to be used in the wholesale distribution of health and beauty aids by Supreme Distributors Company. The Company estimates that the Project will immediately employ approximately 80 people, including residents of the Municipality. The Company estimates that after two years of operation the Project will employ 125 people. The Company has also advised the Issuer that the cost of the Project (including land, construction, equipment, fur- niture, architectural, administrative, legal and financial costs) is estimated not to exceed $3,000,000 and that the acquisition and construction of the Project will add to the tax base of the Municipality and the school district, will create job opportu- nities for the residents of the Municipality, and will aid in the general economic welfare of the Municipality and the State. The Issuer is authorized by the Act to issue revenue bonds or revenue notes to finance the cost of the Project. The issuance of revenue bonds or revenue notes by the Issuer would be an assistance and inducement to the Company to locate the Project within the Municipality. All administrative, legal, financial, or other costs incurred by the Issuer in connection with the Project are inclu- dable in the cost of the Project and representatives of the Com- pany have assured the Issuer that the Company will reimburse the Issuer for all of such costs as incurred. 36 It is desirable to retain the services of bond counsel to begin preparation of documents. The Board adopts the following resolutions: 1. The Issuer finds a public purpose and benefit in the Project. 2. To induce the location of the Project in the Municipality, the Issuer intends, subject to compliance with all conditions of the Act, to issue its revenue bonds ("Bonds") under the provisions of the Act for the Project in a prin- cipal amount not to exceed $3,000,000. 3. The concept of the Project is approved by the Issuer, subject to approval of the project area and the project plan (as defined in the Act) and to compliance with all other requirements of the Act. 4. Any Bonds issued to finance the Project shall not constitute a charge, lien, or encumbrance, legal or eq- uitable, upon any property in the Municipality (except perhaps the Project), and each Bond shall clearly recite in substance that principal and interest are payable solely from the lease rentals received from the Project and that the property which constitutes the Project may be pledged as security for the pay- ment. 5. In anticipation of issuance of the Bonds by the Issuer to finance the Project, and in order that completion of the Project will not be unduly delayed when approved, the Com- pany may make such expenditures and advances toward payment of costs of the Project as it considers necessary, with the right to reimbursement from the proceeds of any Bonds issued, but with- out any right of reimbursement from the Issuer or the Municipal- ity. 6. The attached Memorandum of Agreement between the Issuer and the Company is hereby approved, and the Chairman or the Secretary of the Issuer is authorized and directed to execute the agreement substantially in the form attached. 37 7. The firm of Dykema, Gossett, Spencer, Goodnow & Trigg of Detroit, Michigan is hereby retained by the Issuer as bond counsel, and is authorized and directed to prepare and submit to all appropriate parties all the necessary agreements, resolutions, and other documents. The legal fees of Dykema, Gossett, Spencer, Goodnow & Trigg shall be paid from the proceeds of the sale of the bonds or by Bruce H. Rosen, and in any event shall be at no cost to the Issuer. 8. All other resolutions and parts of resolutions, if they conflict with the provisions of these resolutions are hereby rescinded. On a motion by Mr. Helmkamp, supported by Mr. Hale, and unanimously adopted, it was #79-61 WHEREAS the Economic Development Corporation of the City of Livonia ("Corporation") is considering a project ("Project") for Bruce H. Rosen. The Project under consideration is located in the Globe Industrial Subdivision, Livonia, Michigan. Pursuant to Section 8(1) of the Economic Development Corporations Act, Act 338, Public Acts of Michigan, 1974, as amended ("Act"), the Corporation has designated a project area ("Project Area") as described in the Attached Exhibit. NOW, THEREFORE the Board of Directors of the Corporation, pursuant to Section 4(2) of the Act hereby directs the Secretary of the Board to deliver a copy of this resolution to the chief executive officer of the City of Livonia with the request that he, with the advice and consent of the City Council, promptly appoint two additional directors of this Corporation, who shall be representatives of neighborhood residents and business interests likely to be affected by the project. The Board also resolves that the two additional directors be appointed for the duration of the consideration of the Project, which period shall end with the issuance of revenue obligations for the financing of the Project or with the abandonment of the Project, and that the two additional directors be authorized to vote only on issues that directly affect the Project. On a motion by Mr. Hand, supported by Mrs. Kavanaugh, and unanimously adopted, it was #79-62 WHEREAS the Board of Directors has by previously resolutions determined that the public interest will be served by proceeding with implementation of the B. H. Rosen/Supreme Distributors Company Project ("Project"). Accordingly, the Board adopts the following resolutions: 1. The acquisition and construction of the Project on property located in the Globe Industrial Subdivision in the City of Livonia ("Municipality"), which property is more particularly described in Exhibit A attached hereto and hereby made a part hereof, and the lease or sale of the property and improvements to Bruce H. Rosen ("Company") is hereby approved and adopted by this Corporation as a Project, as defined in the Economic Development Corporations Act, Act 338, Public Acts of Michigan, 1974, as amended ("Act"). 38 2. In accordance with Section 8(1) of the Act, the Corporation hereby designates the land described in Exhibit A attached hereto as the Project Area ("Project Area"). 3. The territory surrounding the Project Area will not be significantly affected by the Project because the surrounding territory either constitutes vacant land or is devoted to industrial or commercial uses; therefore, the Corporation recommends to the City Council of the Municipality that it designate a Project District Area (as defined in the Act) having the same description, and boundaries co -terminus with, the Project Area. 4. There are less than 18 residents, real property owners, or representatives of establishments in the recommended Project District Area; therefore, the Corporation further recommends that a Project Citizens District Council (as defined in the Act) not be formed, pursuant to Section 20(b) of the Act. 5. The Corporation shall commence preparation of a Project Plan (as defined in the Act). 6. The Secretary of the Board of the Corporation is directed to communicate the Project Area to the Planning Commission and the City Council of the Municipality by delivering to it a certified copy of this resolution. 7. The Secretary is further directed to request the City Council of the Municipality, to (a) certify its approval of the designation of the Project Area and (b) designate the Project District Area as recommended in paragraph 3 hereof, without the formation of a Project Citizens District Council as recommended in paragraph 4 hereof. The next item on the Agenda, was the consideration of the application of Bi-Con Construction Company. Mr. Mansur and Mr. Gallagher, representatives of Bi-Con, were present to explain the project and answer questions from the Board. The project consists of 4 separate buildings, each 5,000 square feet, to be built simultaneously on Six Mile between Middlebelt and Merriman. The principals of the project are the general partners: Jose L. Evangelista, John A. D'Alessandro, and H. John Barkay, none of whom were present. The project would be called the Bell Creek Office Plaza. The Board suggested to the Bi-Con representatives that they seek bond counsel to prepare the proper documents and that at least one of the principals be present at the next meeting to answer further questions. The Executive Director was requested to mail out a new application to Mr. Mansur in the morning. On a motion by Mr. Hale, supported by Mr. Helmkamp, and unanimously adopted, it was 39 #79-63 RESOLVED that the application of Bi-Con Construction Co. be taken under advisement with action scheduled to be taken by the Economic Development Corporation Board of Directors at its Regular Meeting of January 10, 1980. 0n a motion by Mr. Telman, supported by Mrs. Kavanaugh, and unanimously adopted, it was #79-64 WHEREAS, there has been presented to the Board of Directors of The Economic Development Corporation of the City of Livonia (the "Corporation") a proposal relating to the construction and acquisition of a commercial building together with fixtures, machinery and equipment and the site therefor, to be located in the City of Livonia, County of Wayne, Michigan (the "Incorporating Unit") for use by Dr. Roger Ajluni and Rosette Ajluni, his wife (Hereinafter called the "Company"); and WHEREAS, said proposal appears to have merit as a "project" as defined in Act 338, Michigan Public Acts of 1974, as amended (the "Act") and to meet the need for programs, services and facilities as described in the Act; and WHEREAS, although a "Project Plan" as defined in the Act has not yet been completed or approved with respect to the proposed facility (the "Project"), it is likely that the Project will require issuance of revenue bonds by the Corporation; and WHEREAS, it is desirable to begin proceedings under the Act with respect to the Project and to retain the services of bond counsel to begin preparation of documents with respect to such revenue bonds in order to induce the Company to implement the proposal so as to provide to the Incorporating Unit and its citizens necessary programs, services and facilities; NOW, THEREFORE, BE IT RESOLVED THAT: 1. Pursuant to Section 8(1) of the Act, the Board of Directors of the Corporation upon the advice of the Company hereby proposes that the land area described in Exhibit A attached hereto and made part hereof is the land area which will be acquired in the implementation of the Project and hereby designates to the Incorporating Unit's Planning Board and legislative body said land area described in Exhibit A as the project area for the Project. 2. The Secretary of the Corporation be and is hereby directed to (a) communicate the proposed Project Area boundaries to the aforesaid Planning Board and legislative body by conveying to each of the foregoing bodies a certified copy of this resolution, and (b) notify the Chief Executive Officer of the Incorporating Unit of this Corporation's intent to commence a project that two additional directors of the Corporation representative of neighborhood residents and business interests likely to be affected by the proposed Project may be appointed. 40 3. In order to more fully induce the location of the Project in the proposed project area and subject to the hereinafter special provisions, the Corporation will issue its economic development limited obligation revenue bonds in an amount presently estimated of not to exceed Two Million Four Hundred Thousand Dollars ($2,400,000) for the purpose of paying all or part of the cost of the Project and the costs incidental to the issuance of the bonds. Said bonds will be issued pursuant to the Act provided that a lease, lease purchase contract or installment sales contract and other documents and details pertaining to the bonds are prepared with such provisions and details as are acceptable to and approved by this Board of Directors and provided, further, that all other necessary action is taken in conformance with the Act and provided, further, that the bonds can be sold. 4. The proceedings and agreements relating to the Corporation's acquisition of the Project and issuance of the bonds shall contain such provisions and details as shall absolutely and completely make certain that under no circumstances will the Corporation, the Incorporating Unit, the State of Michigan, or any of its taxpayers or citizens, ever be required to pay the principal of and interest on, or any costs relating to the bonds from tax revenues or other funds of such governmental units, and shall in addition contain provisions fully protecting the Corporation, the Incorporating Unit, and State of Michigan against any other liability and all costs relating to the bonds or the Project. 5. By adoption of this resolution the Corporation assumes no obligation or liability to the Company for any loss or damage that may result to the Company from the adoption of this resolution and all costs and expenses in connection with the construction of the Project and all costs of the issuance of the bonds and any and all other costs relating to the acquisition, financing, ownership or operation of the Project shall be paid from the proceeds of sale of the bonds or by the Company. 6. The firm of Miller, Canfield, Paddock and Stone of Detroit, Michigan,is hereby designated and retained by the Corporation as bond counsel with respect to the revenue bonds to be issued in connection with the Project, and is authorized and directed to prepare and submit to all appropriate parties all proceedings, agreements and other documents as shall be necessary or appropriate in connection with the issuance of such bonds, to make application on behalf of the Corporation to the United States internal Revenue Service and other governmental agencies for such income tax and other rulings and approvals as may be necessary in relation to the issuance of such bonds, and the Secretary of this Corporation is authorized to execute such powers of attorney and other documents as may be appropriate in connection with the foregoing. The legal fees of Miller, Canfield, Paddock and Stone for work done in connection with the Project shall be paid from the proceeds of sale of such bonds or by the Company and in any event shall be at no cost to the Corporation. 0n a motion by Mr. Hand, supported by Mrs. Kavanaugh, and unanimously adopted, it was 41 #79-65 RESOLVED that the application of Carrollton Arms be tabled until the meeting of January 10, 1980 to allow the applicant ample time to select bond counsel and have the proper legal instruments prepared. On a motion by Mr. Hand, supported by Mr. Telman, and unanimously adopted, it was 1179-66 RESOLVED that the CPA firm of Plante -Moran be designated as the CPA firm of the Economic Development Corporation of the City of Livonia. The Executive Director is hereby directed to notify the Plante -Moran CPA Firm of the Board's decision. Mr. Helmkamp, at the direction of the Chairman of the Economic Development Corporation, will draft a clause to be added to the application to prevent the Economic Development Corporation from being liable for perjury. The Board of Directors of the Economic Development Corporation agreed to continue meeting on the second Thursday of the month. The Executive Director will draw up a schedule of meeting dates for 1980 and distribute to the Board of Directors at the meeting of January 10, 1980. On a motion by Mr. Helmkamp, supported by Mr. Telman, it was 1179-67 RESOLVED that the Bylaws of the Economic Development Corporation of the City of Livonia be amended to include provisions for a Vice Chairman. A roll call vote was taken on the foregoing resolution with the following result: AYES: Hale, Helmkamp, Hand, Telman, Kavanaugh, Ventura NAYS: Jankowski The Board of Directors will be asked to elect a Vice Chairman at the next Regular Meeting of the Economic Development Corporation to be held on January 10, 1980. At the direction of the Chairman, Mr. Hand will have a report from R.L. Jones Insurance Company on the insurance coverage available to protect board members against a suit, and the possibility of bonding the Treasurer of the Economic Development Corporation, at the January 10, 1980 meeting. On a motion by Mr. Helmkamp, supported by Mr. Hale, it was 1179-68 RESOLVED that the Board of Directors of the Economic Development Corporation of the City of Livonia be reimbursed $50 per meeting attended. 42 A roll call vote was taken on the foregoing resolution with the following result: AYES: Hale, Helmkamp, Kavanaugh, Ventura NAYS: Jankowski, Hand, Telman On a motion by Mr. Hale, supported by Mr. Helmkamp, and unanimously adopted, it was #79-69 RESOLVED that the Executive Director, any additional Directors appointed by the Mayor, and the Recording Secretary of the Economic Development Corporation of the City of Livonia will be reimbursed at the same rate as the Board of Directors. The application of Keywell and Herbach (Art Van Furniture) will be held in abeyance until the result of their rezoning petition is known. On a motion by Mrs. Kavanaugh, supported by Mr. Hale, and unanimously adopted, it was #79-70 RESOLVED that this Regular Meeting of the Board of Directors of the Economic Development Corporation of the City of Livonia be adjourned at 10:05 p.m., December 11, 1979. Mr. Ronald Mardiros, Secretary Economic Development Corporation /k PROJECT PLAN - LIVONIA E.D.C. Holiday Inn Project 1) The location and extent of existing streets and other public facilities within the development area and the location, character, and extent of the categories of public and private land uses, existing and proposed for the project area, including residential, recreational, commercial, industrial, educational, and other uses appear on the attached site plan or the attached zoning maps of the City of Livonia. 2) A legal description of the project area is attached hereto as exhibit "A". 3) There are no existing improvements in the project area to be demolished, repaired, or altered. 4) The initial improvements contemplated within the project are construction of a 204 unit Holiday Inn and Holidome Recreational area, with paved parking for 421 vehicles, as well as installation of the requisite utilities for this improvement. The estimated time required for the completion of this project is 18 months, assuming that construction can begin in April of 1980. 5) In addition to the above improvements, the design allows for future expansion to the extent of an additional 96 rental units, and additional future parking for 50 vehicles. Topeka #79-59 6) Those parts of the project area left as open space as noted on the site plan include the paved parking area and a 30 foot wide green belt along Six Mile Road, as well as other areas along N. Laurel Park Drive and the north- bound ramp to I-275/I-96. 7) There is no portion of the project area which the Economic Development Corporation of the City of Livonia desires to sell, donate, exchange or lease to or from the munici- pality. 8) There are;; streets 9) The thri r I 11) The project is intended to be leased to Topeka Inn Management, Inc., 2209 W. 29th Street, Topeka, Kansas 66611. 12) There are no persons residing in the project area and there will therefore be no persons displaced. 0 LI- 0 u J 90.0 uJ J 5 • w • 0v 0 E613vetki -Cky 1. VI S Crt. Q4 SPti\ SIP Jib tP G<is.� t\'S erg. CPS " Ali bhp 1-22 yt�, ~ ti� .ta a• es- fr 10.271 tCBES to 3I 6.0' toe v 3.0 of 14 Q • 0, s x QQIV E ►f ti'i 1� be Q e r'.s. Y. S15 SV DESCRIPTION A parcel of land being a part of the S.E. 1/4 of Section 7, T. 1 S., R. 9 L., City of Livonia, Wayne County, Michigan, more particularly described as: • Commencing at the S.E. corner of said Section 7,.T. 1 S., R. 9 E.; thence S. 89° 58' W. along the South line of said Section 7, 1571.73 ft.; thence N. 0° 02' W. 90.00 ft. to a point on the North line of the Six Mile Road, said point being the S.E. corner and the point of beginning of the parcel herein described; thence S. 89° 58' W. along said North line 18.10 ft.; thence N. 82° 11' 41" W. continuing along said North line 329.96 ft.; thence S. 89° 58' W. continuing along said North line 198.00 ft.; thence N. 60° 02' W. 99.62 ft. to a point on the Easterly line of Highway I-275 and I-96; thence N. 30 02' W. along said Easterly line, 525.42 ft.; thence N. 22° 48' 30" W. continuing along said Easterly line 14.87 ft.; thence N. 87° 10' 01" L. 811.93 ft.; thence N. 44° 58' E. 72.80 ft. to a point on a curve on the Westerly line of North Laurel Park Drive (86 ft. wd.); thence Southeasterly on a curve to the left and along said Westerly line 150.79 ft. measured along the arc of said curve to a point of tangent, said curve having a radius of 386.00 ft. and a central angle of 22° 22' 56"; thence S. 43° 02' L. continuing along s:3id Westerly line, 189.45 ft.; thence 5. 46° 58' W. 166.85 ft. to a point of curve; thence Southwesterly on a curve to the left 131.25 ft. measured along the arc of said curve to a point of tangent, said curve having a radius of 160.00 ft. and a central angle of 47° 00'; thence S. 0° 02' E. 158.00 ft. to the point of beginning, containing 10.271 acres of land. DESCRIPTION A parcel of l 7, T. 1 S., R. 9 more particular Of said Secti the South 1' N.. 30° 02' Six "ile • of beg S. Se N. t' Supreme #79-60 This Guaranty is made 19 , by and among to and in favor of and GUARANTY and entered into this day of , a Michigan corporation, banking association (the (collectively, "Guarantors"), , a national "Bondholder"), and Bondholder's successors and assigns. , WHEREAS, arrangements have been made for the sale by the ECONOMIC DEVELOPMENT CORPORATION OF THE , a public body corporate incorporated pursuant to Public Act No. 338 of the Michigan Public Acts of 1974, as amended ("Issuer"), of its Economic Development Limited Obli- gation Revenue Bond ( Project) Series A - $ (the "Bond"), and WHEREAS, the proceeds of the sale of the Bond will be used to acquire and construct a commercial facility located in County, Michigan (the "Project"), which Project is to be leased by the Issuer, as lessor, to , as lessee, under a Lease Purchase Agreement of even date herewith (the "Lease Purchase Agreement"), and , as sub- lessor, thereupon will sublease the Project to as sublessee, and WHEREAS, in order to induce the Bondholder to purchase the Bond, the Guarantors are willing to enter into this Guaranty. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the Guarantors hereby covenant and agree to and in favor of the Bondholder as follows: 1. Guarantee of Bond and Lease Purchase Agreement. The Guarantors hereby jointly and severally, unconditionally and absolutely, guarantee: (a) The full and prompt payment when due (whether at the stated maturity, by acceleration, call for redemption or otherwise), or on any extended payment date, of all sums due on the Bond, whether principal, premium or interest. (b) The full and prompt payment when due of all sums payable by the Company under the Lease Purchase Agreement. 2. Reimbursement for Loss of Federal Taxation Exemption. The Guarantors also jointly and severally, unconditionally and absolutely, guarantee that, if interest paid with respect to the Bond is determined pursuant to the Bond at any time, including after maturity of the Bond, not to be wholly excludable from the gross income of the Bondholder for purposes of federal income taxation, the Guarantors shall upon receipt of written demand from the Bondholder reimburse the Bondholder for all loss and costs, including without limitation reasonable attorneys' and accountants' fees, incurred by it as a result of such loss of federal taxation exemption. This covenant shall survive the payment of the Bond. 3. Waiver of Presentment, Etc. Guarantors waive presentment for payment, protest and demand, dishonor and nonpayment, and hereby expressly consent to any number of renewals or extensions of the time of payment of the obligation evidenced by the Bond and further waive any and all defenses arising by reason of any amend- ment or modification of the provisions of Bond, any failure of Bondholder to give notice of default, any failure of Bondholder to pursue the Issuer of the Bond or any other party, or their property, with due diligence, any failure to resort to any security or remedies available to Bondholder and any and all defenses arising out of the guarantor -principal relationship, and the same shall not operate to release Guarantors from any of their undertakings as set forth herein. Guarantors specifically agree that the Bondholder shall be entitled to enforce its rights hereunder directly against the Guarantors without proceeding against or exhausting any other remedies which it may have and without resorting to any other security held by the Issuer or the Bondholder. Guarantors further agree that the liabilities created hereby may be pursued against all or any number less than all of the under- signed, and pursuit of less than all of the undersigned shall not release the remainder of the undersigned. 4. Bankruptcy, Death, Etc. The bankruptcy or insolvency of any of the undersigned shall not affect the obligation of the others of the undersigned here- under, and such others shall continue liable hereunder as if such bankrupt or insolvent had not been a party hereto, but may if it so desires file a claim based hereon in any such bankruptcy or insolvency proceeding. The obligation hereof shall survive the death of any or all of the undersigned and shall be binding upon the estate of any such deceased party and upon any surviving party the same as if such death had not occurred. The Bondholder shall be under no duty to any survivor or to such estate to present any claim based hereon against such estate. The presenting and enforcing by the Bondholder of a claim in the event of the death, bankruptcy or insolvency of one or more of the undersigned shall not affect the continuance of the obligation hereof in all ways set forth herein. The obligation of the undersigned hereunder shall be absolute and primary, and shall be complete and binding as to each of the undersigned forthwith upon the signing of this Guaranty by each one of the undersigned and subject to no condition whatever, precedent or otherwise. 5. Consent to Modifications. The terms and conditions of Bondholder's commitment to Issuer, and of the Lease Purchase Agreement and the Indenture and Mortgage identified in and securing the Bond may involve modifications and amend- ments of the Bond or the other documents mentioned above from time to time to accomplish the purposes contemplated therein. Guarantors hereby consent to any such modifications and amendments and agree that this Guaranty shall relate to the obligations of the Issuer of the Bond and such other documents as they may exist before and after all such modifications or amendments and hereby waive any notice of such modifications or amendments. 2 6. No Right of Subrogation. Notwithstanding the payment or performance by Guarantors of any obligation of the Issuer, Guarantors shall not have the right of subrogation to the rights of Bondholder against the Issuer. 7. No Dissolution, Etc. The undersigned corporate guarantor agrees that it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another corporation or entity without the prior written consent and approval of the Bondholder. 8. Agreement to Maintain Taxation Exemption. The Guarantors covenant that they will not take, or permit to be taken on their behalf, any action which would impair the exemption of interest on the Bonds from Federal income taxation, and that they will take such reasonable action as may be necessary to continue such exemption, including, without limitation, the preparation and filing of any statements required to be filed in order to maintain such exemption. 9. Separate Actions. Each and every default in payment of the principal of, premium if any, or interest on the Bond shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. 10. Indemnification Agreement. Guarantors hereby agree to indemnify Bondholder and hold it harmless from and against any and all losses, expenses and damages incurred by Bondholder in connection with or as a result of the assertion of any and all claims for the return of moneys (including the proceeds of any collateral received or applied by Bondholder in partial or full payment of the indebtedness) and also, including without limitation all such claims based upon allegations that moneys so received by Bondholder constituted trust funds under any applicable law or that the payment of such moneys or the granting of such collateral to Bondholder constituted a preference or a fraudulent transfer under the Federal Bankruptcy Act or any other applicable law. This indemnity shall extend to and include all moneys recovered from or paid over by the Bondholder as a result of such claims, regardless of the basis thereof, and all costs and expenses including attorneys' fees incurred by Bondholder in investigating, evaluating and contesting such claims, regardless of the outcome. 11. Michigan Law to Control. This Guaranty and the rights and liabili- ities of the parties hereunder shall be governed by the laws of the State of Michigan. 12. Entire Agreement, Counterparts. This Guaranty, with respect to the obligations referred to herein, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and may be executed simul- taneously in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 3 13. Severability. The invalidity or unenforceability of any one or more phrases, sentences, clauses or sections in this Guaranty contained, shall not affect the validity or enforceability of the remaining portions of this Guaranty, or any part thereof. IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed in their name and behalf and their corporate seals to be affixed hereto and attested by their duly authorized officers as of the date first above written. Dated: By President 4 Supreme 79-60 MEMORANDUM OF AGREEMENT The parties to this Agreement are the ECONOMIC DEVEL- OPMENT CORPORATION OF THE CITY OF LIVONIA ("Issuer"), a public body corporate established by the City of Livonia, Wayne County, Michigan ("Municipality"), pursuant to Act 338, Public Acts of Michigan, 1974, as amended ("Act"), and Bruce H. Rosen, a Michigan resident ("Company"). The purpose for this Agreement is to create jobs and employment opportunities and to improve the economic welfare of the people of the Municipality and the State of Michigan ("State"). The Company proposes to acquire land in the Municipal- ity and desires to construct and furnish a building for use as a commercial enterprise ("Project"). The Company has evidenced a desire to have the Project financed from the proceeds of revenue bonds ("Bonds") to be issued by the Issuer pursuant to the au- thority of the Act in a principal amount not to exceed $3,000,000. The Project will provide additional employment and job opportu- nities in the Municipality and improve the economic welfare of the Municipality and its people. It is the desire of the Issuer that such added jobs and employment opportunities be provided, and that the economic improvement to be produced by the opera- tion of the Project occur at the earliest possible time. The parties agree to the following provisions: 1. The Company may immediately proceed with the preparation of plans and specifications for the acquisition, development, and construction of the real and personal property comprising the Project. The Company will provide, or cause to be provided at its own expense, any initial financing for the Project, if necessary. The Company agrees that upon issuance of the Bonds it will convey to the Issuer all interest which it may have in that portion of the Project for which the Bonds have been issued (including the site thereof). The Company will also enter into a lease ("Lease") with the Issuer under which the Company will lease from the Issuer such portion of the Project for which the Bonds have been issued, including that portion thereof that may be acquired or constructed thereafter from the proceeds of the Bonds, and will cause rental payments to be made in amounts sufficient to pay the entire principal and interest on the Bonds. The Issuer shall have no financial responsibility with respect to the Bonds or the Project except from the revenues produced from the use, lease, sale, or other disposi- tion of the Project. 2. The Company shall indemnify and hold harmless the Issuer and the Municipality and their respective officers and directors from any claims arising from their official acts in connection with the Project. The Company agrees to reimburse the Issuer for all direct out-of-pocket costs incurred in connection with the Project. 3. The Issuer, after approval of the project plan and the project area as required by the Act, and without incurring any obligation until all applicable requirements and conditions of the Act have been satisfied, and upon receipt of a signed agreement that the Bonds will be purchased by one or more persons or entities, will enact the necessary resolutions to authorize the issuance of the Bonds and signing on its behalf of the Lease. The Bonds and the Lease shall have such terms as shall be approved by the Company and the purchasers of the Bonds. Dated: , 19 ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF LIVONIA By: By: Frank Hand, Chairman BRUCE H. ROSEN - 2 - Supreme fi79-61 EXHIBIT A The South 205 ft. of Lot 4 and all of Lot 5 of Globe Industrial Subdivision of part of the S.W. 1/4 of Section 29, T. 1 S., R. 9 E., City of Livonia, Wayne County, Michigan, as recorded in Liber 90 of Plats, Pages 25-26, Wayne County Records, described as: Beginning on the East line of Globe Road, 60 ft. wide, at the S.W. corner of said Lot 5; thence along the East line of said Globe Road, N.0°03'12"E. 610.00 ft.; thence S.89°56'48"E. 705.61 ft.; thence along the East line of said Lot 4 and 5, S.0°03'25"E. 620.00 ft.; thence along the South line of said Lot 5, N. 89°56'48"W. 706.81 ft. to the point of beginning, contain- ing 437,847.32 sq. ft. or 10.05159 acres of land and subject to all easements of record. Ajluni #79-64 EXHIBIT A The N 1/2 of the N 1/2 of the N.W. 1/4 of the S.W. 1/4 of Sec. 10 T1S RYE exc the E 945.70 ft. thereof also exc the S 174 ft. thereof also except the W 60 ft. thereof also exc the N 43 ft. of the E 40 ft. of the W 100 ft. thereof.