15-0701_MILLENNIUM HOUSING, LLC._Ballard Spahr - Transcript of Bond ProceedingBallard Spahr
One Utah Center, Suite Soo
201 South Main Streer
Sale Lake City, UT 84m-2221
TEL 80I.531.3000
FAX 801.53!.3001
www.ballardspahr.com
November 17, 2015
Attn: City Clerk
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, California 92675
RECEIVED
Z015 NOV 20 PPl 2 17
CITY CLERK
SAN JUAN CAPISTRANO
Jodi L. Bangerter
Senior Transaction Analyst
Tel: 801.531.3037
Fax: 801.531.3001
bangerte@ballardspahr.com
Re: $37,235,000 Independent Cities Finance Authority Mobile Home Park Revenue Refunding
Bonds, (San Juan Estates) Series 2015
Dear City Clerk:
Enclosed is a copy of the transcript on CD for the above referenced bond proceeding.
We-look-forward to-wcrking again with you in the futttl'e.
Very truly yours,
~~L~
(] JodiL. Bangerter
Senior Transaction Analyst
JLB/twd
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Atlanta I Baltimore I Bethesda I Delaware I Denver I Las Vegas I Los Angeles I New Jersey I New York I Philadelphia I Phoenix
Salt Lake City I San Diego I Washington, DC I www.ballardspahr.com
Oversight Agent and Financial Advisor Wesley Wolf
Wolf & Company, Inc.
Title Company: Daisy Howell
First American Title Insurance Company
I. BASIC DOCUMENTS:
1. Indenture of Trust between the Authority and the Trustee.
2. Loan Agreement among the Authority, the Borrower and the Trustee.
3. Regulatory Agreement and Declaration of Restrictive Covenants among the
Authority, the Borrower and the Trustee.
4. Administration and Oversight Agreement among the Authority, the City, the
Borrower and the Oversight Agent.
5. First Deed of Trust of the Borrower.
II. AUTHORITY DOCUMENTS:
6. Resolution of the Authority Authorizing the Issuance of the Bonds and approving
the Bond Documents adopted May 20, 2015.
7. Joint Exercise of Powers Agreement and Bylaws, together with Amendments.
8. Associate Membership Agreement of City of San Juan Capistrano as an Associate
Member of the Authority.
9. Proof of Publication regarding TEFRA Hearing conducted by City of San Juan
Capistrano on May 28, 2015 and TEFRA Resolution adopted by the City Council
of the City of San Juan Capistrano.
10. CDIAC Report of Proposed Debt Issuance, Acknowledgment from CDIAC, and
CDIAC Report of Final Sale.
11. Incumbency and Signature Certificate of the Authority.
12. Officer's Certificate of the Authority pursuant to the Purchase Contract.
13. Authority's Instructions to Trustee.
14. Tax Certificate of Authority and Borrower.
15. IRS Form 8038.
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16. Rule 15c2-12 Certificate.
17. Specimen Bond.
III. BORROWER'S DOCUMENTS:
18. Closing Certificate of the Borrower, pursuant to the Purchase Contract, together
with Articles of Organization and Operating Agreement of Borrower and Articles
of Incorporation and Bylaws of Millennium Housing Corporation.
19. Continuing Disclosure Agreement between the Borrower and the Trustee.
20. Rule 15c2-12 Certificate of Borrower.
21. Borrower's Authorizing Resolution.
22. IRS Determination Letter.
23. Good Standing Certificates of Millennium Housing LLC and Millennium
Housing Corporation.
24. Borrower's Coverage Requirement Certificate pursuant to Section 6.16 of the
Loan Agreement.
25. Certificate Regarding Insurance Required by the Loan Agreement, together with
evidence of Insurance Certificates.
26. Specimen Note Given Pursuant to the Loan Agreement.
27. UCC Filing for benefit of Trustee.
IV. UNDERWRITING DOCUMENTS FOR THE BONDS:
28. Purchase Contract among the Underwriter, the Authority and the Borrower.
29. Preliminary Official Statement.
30. Official Statement.
31. Underwriter's Certificate and Receipt for the Bonds.
V. TRUSTEE DOCUMENTS:
32. Incumbency and Signature Certificate of the Trustee, together with Bylaws.
33. Closing Certificate of the Trustee pursuant to Purchase Contract.
34. Trustee's Receipt for Bond Proceeds and Other Deposits.
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VI.
VII.
LEGAL OPINIONS:
35. Final Opinion of Bond Counsel.
36. Supplemental Opinion of Bond Counsel.
37. Reliance Letter of Bond Counsel addressed to Trustee.
38. Opinion of Authority Counsel.
39. Opinion of Trustee's Counsel.
40. Opinion of Borrower's Counsel.
41. Opinion of Borrower's 501(c)(3) Counsel.
MISCELLANEOUS:
42. Rating Letter for Bonds.
43. Instructions to Title Company.
44. Title Insurance Policy in favor of Trustee.
45. Certificate of Project Manager, together with copy of Management Contract.
46. Certificate of Appraiser, John P. Neet, MAI.
47. Underwriter's Numbers Runs.
48. DTC Blanket Letter of Representations of Authority.
49. Closing Memorandum
50. Escrow Agreement; Certificates relating to the Escrow Defeasance Obligations
51. Notices to Prior Bondholders of Defeasance of Prior Bonds (Series 2006A, Series
2006B and Series 2006C)
52. Substitution of Trustee and Full Reconveyance
53. Release of Prior Regulatory Agreement
54. Direction of Prior Borrower to Transfer Funds from Prior Indenture
55. Assignment, Assumption and Modification of City Supplemental Regulatory
Agreement and related resolution
56. Subordination Agreement relating to City Supplemental Regulatory Agreement
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57. Grant Deed
58. Investment Agreement, opinions ·and related certificates
59. Preference Opinion of Ballard Spahr LLP
60. Defeasance Opinion of Ballard Spahr LLP
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