HomeMy WebLinkAboutTranscript of Proceedings/List of Closing Dopcuments TRANSCRIPT OF PROCEEDINGS
AND
LIST OF CLOSING DOCUMENTS
City of Orono, Minnesota
Senior Housing Revenue Bonds
(Orono Woods Apartment Project),
Series 2001A, Taxable Series 2001B and Subordinate Series 2001C
PRECLOSING: November 29, 2001
CLOSING DATE: November 30, 2001
OFFICES: Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 766-7000
PARTICIPANTS:
Orono Senior Housing, LLC (Borrower)
Wedum Foundation (Sponsor)
Dunbar Development Company (DDC)
Great Lakes Management Company (Manager)
City of Orono, Minnesota (Issuer)
Orono Housing and Redevelopment Authority (HRA)
Wells Fargo Bank Minnesota,National Association (LOC Bank)
U.S. Bank Trust National Association (Trustee)
Miller Johnson Steichen Kinnard, Ind. (Underwriter)
Christoffel & Elliott, P.A. (Borrower's Counsel)
Best& Flanagan, LLP (Underwriter's Counsel)
Faegre & Benson LLP (Bond Counsel)
BASIC ITEMS
Indenture of Trust
Loan Agreement
Combination Mortgage, Security Agreement, Fixture Financing
Statement and Assignment of Leases and Rents
Subordinate Combination Mortgage, Security Agreement, Fixture
Financing Statement and Assignment of Leases and Rents
VAssignment of Mortgage and Subordinate Mortgage (_o r b�
v• Development Agreement(among the Issuer, the HRA and the Borrower)
7. Tax Increment Revenue Note
Assignment of TIF Note
Ground Lease (1 1.1, El Ops pre"._6)
10. Operating Deficit Letter of Credit and Reimbursement Agreement
N.A'r Disbursing Agreement
J,2Bond Purchase Agreement
13. Specimen Bond
CONSTRUCTION AND PROJECT ITEMS
14. Construction Contract
15. Architect's Contract
Assignment of Construction Contract and Architect's Contract
17. Sworn Construction Cost Statement
18. Total Project Cost Statement
19. Inspecting Architect Agreement
20. Inspecting Architect Report
21. Development Agreement (between the Developer and the Borrower)
A. Assignment of Development Agreement
23. Management Agreement
Assignment of Management Agreement
CITY AND HRA ITEMS
25. UCC-1 Financing Statement of City
v7Z Order from City to Trustee to Authenticate, Register and Deliver Bonds
27. City General Certificate
-Exhibit A: Approval of Housing Program
-Exhibit B: Notice of Public Hearing and Affidavit of Publication
-Exhibit C: Housing Program
-Exhibit D: Final Resolution adopted October 22, 2001
Endorsement to Arbitrage Certificate
Report to Minnesota Housing Finance Agency (462C)
30. Form 8038 and Cover Letter
31. HRA General Certificate
-Exhibit A: Resolution adopted October 22, 2001
BORROWER ITEMS
32. UCC-1 Financing Statement
33. Title Insurance Policy
Certificate as to Survey
Certificate as to Project Costs
Borrower General Certificate
-Exhibit A: Certificate of Organization and Good Standing
-Exhibit B: Certified Articles of Organization
-Exhibit C: Operating Agreement
-Exhibit D: Borrower Resolution
-Exhibit E: Insurance Certificate
37. Borrower Tax Certificate
-Exhibit A: Source and Use of Funds
-Exhibit B: List of Non-hospital Bonds
Arbitrage Certificate
SPONSOR ITEMS
39. Sponsor Certificate
-Exhibit A: Certificate of Good Standing
-Exhibit B: Articles of Incorporation
-Exhibit C: Bylaws
-Exhibit D: IRS Letter
-Exhibit E: Sponsor Resolution
Certificate as to 501(c)(3) Status
TRUSTEE ITEMS
Trustee Certificate and Receipt
42. Evidence of Authorized Signatures
UNDERWRITER ITEMS
43. Underwriter Certificate and Receipt for Bonds
xletr Preliminary Official Statement
45. Official Statement
Continuing Disclosure Agreement IN i.MAt Stet-t ePNT OP f ,r. . .
47. Blue Sky Memoranda
48. Order of Commissioner of Department of Commerce as to registration of
the Bonds
OPINION AND OTHER LETTERS
49. Opinion of Counsel to Borrower and Sponsor
50. Opinion of Bond Counsel
51. Supplemental Opinion of Bond Counsel
52. Opinion of Counsel to Underwriter
53. Consent of Accountants to Use of Financial Forecast
GUARANTEED INVESTMENT CONTRACT ITEMS
54. Guaranteed Investment Contract Underwriter Certificate
Certificate from GIC Provider
56. Investment Agreement Financial Guaranty Insurance Policy
57. Legal Opinions from GIC Provider
M1:796888.01