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Buffalo State College Foundation Housing Corporation Project), Series 2011A

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Buffalo State College Foundation Housing Corporation Project), Series 2011A BUFFALO AND ERIE COUNTY INDUSTRIAL LAND DEVELOPMENT CORPORATION $43,875,000 REVENUE BONDS (BUFFALO STATE COLLEGE FOUNDATION HOUSING CORPORATION PROJECT), SERIES 2011A $410,000 TAXABLE REVENUE BONDS (BUFFALO STATE COLLEGE FOUNDATION HOUSING CORPORATION PROJECT), SERIES 2011B RECORD OF PROCEEDINGS CLOSING: June 16, 2011 BUFFALO AND ERIE COUNTY INDUSTRIAL LAND DEVELOPMENT CORPORATION $43,875,000 REVENUE BONDS (BUFFALO STATE COLLEGE FOUNDATION HOUSING CORPORATION PROJECT), SERIES 2011A $410,000 TAXABLE REVENUE BONDS (BUFFALO STATE COLLEGE FOUNDATION HOUSING CORPORATION PROJECT), SERIES 2011B INDEX OF CLOSING DOCUMENTS Instruments Tab No. Ground Lease 1 Memorandum of Ground Lease 2 Sublease 3 Memorandum of Sublease 4 Loan Agreement 5 UCC -1 Financing Statement Relating to the Loan 6 Agreement Bond Purchase Agreement 7 Indenture 8 Pledge and Assignment with acknowledgment of 9 Company UCC -1 Financing Statements Relating to Indenture 10 and Pledge and Assignment Specimen Bonds 11 Guaranty 12 Instruments Tab No. Mortgage 13 Acknowledgment and Consent 14 Assignment of Mortgage 15 Assignment of Rents 16 UCC -1 Financing Statements Relating to Mortgage 17 and Assignment of Leases and Rents Environmental Compliance and Indemnification 18 Agreement Assignment of Agreements 19 UCC -1FinancingStatementRelatingtothe 20 Assignment of Agreements Tax Compliance Agreement 21 UCC -3 Termination Statements 22 Continuing Disclosure Agreement 23 Closing Receipt 24 GeneralCertificateof theIssuerrelatingto 25 incumbency and signatures of officers, execution and delivery of the Bonds and the other documents to which it is a party, no litigation and continued existence, with the following items included as exhibits: Exhibit A: County Resolutions; Exhibit B: Certificate of Incorporation certified by the New York State Department of State; Exhibit C: By -laws; Exhibit D: Acceptance of County Executive of appointment to act as Member on behalf of County; Instruments Tab No. Exhibit E: Copies of notices or waiver thereof of meeting (March 21, 2011); Exhibit F: Refunding Resolution; Exhibit G: Affidavit of Publication of Noticeof PublicHearing under Section 147(f) of the Code (April 7, 2011) Exhibit H: Transcript of Public Hearing (April 7, 2011) Exhibit I: Affidavit of Publication of Noticeof PublicHearing under Section 147(f) of the Code (December 3, 2009) Exhibit J: Transcript of Public Hearing (December 3, 2009) TEFRA Approval of highest elected official of Erie 26 County Information Return for Private Activity Bond Issues 27 (IRS Form 8038) Request and Authorization to Authenticate and 28 Deliver Bonds Mortgage Recording Tax Affidavit 29 DTC Blanket Letter of Representations 30 General Certificate of the Company relating to 31 capacity and signature of Authorized Representative, due authorization, execution and delivery of the Loan Agreement and the other documents to which it is a party, no litigation and approval, etc. with the following items included as exhibits: Schedule A:Company Documents Exhibit A: Certificate of Incorporation certified by the New York State Department of State; Exhibit B: By -Laws; Exhibit C: Good StandingCertificate from the New York State Department of State; Exhibit D: Section 501(c)(3) DeterminationLetterfrom the Internal Revenue Service; and Exhibit E: Resolution of the Board of Directors approving and authorizing the execution and deliveryof theCompany Documents. Facility Management Agreement 32 Agreement (SUNY) 33 Leasehold Mortgagee Title Insurance Policy 34 ALTA Survey certified to Issuer, Company, Trustee 35 and Title Insurer Certificates of Insurance 36 Direction to Redeem Outstanding Prior Bonds 37 Notice of Redemption and Consent of Beneficial 38 Owners Costs of Issuance Fund Requisition 39 Construction Fund Requisition 40 General Certificate of the Association regarding incumbency and signatures of officers, execution of 41 the Financing Documents to which the Association is a party, no litigation and continued existence, etc. with the following items included as exhibits: Exhibit A - Certificate of Incorporation, certified by the New York State Department of State; Exhibit B - By -Laws; Exhibit C - Certificate of Good Standing from the New York State Department of State; Exhibit D - 501(c)(3) Determination LetterfromtheInternal Revenue Service; and Exhibit E - Resolution of the Board of Directors approving and authorizing the execution and deliveryof theFinancing Documentstowhichthe Association is a party. Certificate of SUNY 42 Trustee's Certificate 43 FAST Receipt 44 Preliminary Official Statement with Supplement 45 Official Statement 46 Policy Statement 103 Application 47 Blue Sky Survey 48 Rating Agency Letter 49 Opinion of Harris Beach PLLC Counsel to the 50 Issuer, addressed to Bond Counsel, the Underwriter, the Company, the Trustee and the Issuer Opinion of Hodgson Russ LLP, Counsel to the 51 Company, addressed to the Issuer, the Underwriter, the Company and Trustee Opinion of Jaeckle Fleischmann & Mugel, Counsel 52 to the Association, addressed to the Issuer, the Underwriter, the Company and Trustee Opinion of Robert Ruggeri,Esq.,Counselto 53 SUNY, addressed to the Issuer, the Underwriter, the Company and Trustee Opinion of Bond, Schoeneck & King, PLLC, 54 Counsel to the Trustee, addressed to Issuer and the Company Opinion of Reed Smith LLP, Counsel tothe 55 Underwriter, addressed to the Underwriter Approving Opinion of Hiscock & Barclay, LLP, 56 Bond Counsel to the Issuer addressed to the Issuer RelianceLetterof Hiscock & Barclay, LLP, 57 addressed to the Trustee, the Underwriter and the Company Supplemental Opinion of Hiscock & Barclay, LLP 58 as Bond Counsel, addressed to the Issuer, the Underwriter and the Trustee Closing Memorandum 59 GROUND LEASE THIS GROUND LEASE (the "Lease"), made and entered as of the 1st day of July, 2009, by and between STATE UNIVERSITY OF NEW YORK, a corporation established by the New York Education Law, with an office and place of business at State University Plaza, Albany, New York 12246 (hereinafter referred to as "Landlord") for and on behalf of Buffalo State College (hereinafter referred to as the "College ") and BUFFALO STATE ALUMNI ASSOCIATION, INC., a corporation organized under the New York Not -for -Profit Corporation Law, with an office and place of business at 1300 Elmwood Avenue, Cleveland Hall, Room 305, Buffalo, New York 14222 (hereinafter referred to as "Tenant "); WITNESSETH: WHEREAS, Section 355 of the New York State Education Law (the "Enabling Act ") authorizes and empowers the trustees of the Landlord to, among other things, lease to alumni associations of institutions of the State University of New York portions of the grounds occupied by such institutions for the erection thereon of dormitories to be used by students in attendance at such universities; and WHEREAS, pursuant to a restated Certificate of Incorporation filed in the New York Secretary of State's Office on April 15, 2009, Tenant was formed under the New York Not -For- Profit Corporation Law to, among other things, enter into arrangements with the Landlord, the College, the Buffalo State College Foundation, Inc. and /or affiliates thereof for the construction of student housing pursuant to and in accordance with Section 355 of the New York Education Law; and WHEREAS, in furtherance of the powers afforded to the trustees of the Landlord pursuant to the Enabling Act, the trustees have agreed to lease to Tenant, a parcel of land in the City of Buffalo, New York, on the grounds of the College (the "Campus"), the particular parcel to be leased being described more fully in Schedule "A" attached hereto and made a part hereof and the print of survey marked Schedule "B" attached hereto and made a part hereof and commonly referred to as the Buffalo State Student Housing Project (the "Demised Premises "), to be used for the development and operation of a suite style student housing complex comprised of one building with four, five and seven story wings containing approximately 507 beds in aggregate, which would serve the needs of the students of the College ( "the Project"); and WHEREAS, as a function of its mission related to providing support to various activities and initiatives of the College, Tenant wishes to provide assistance by causing the Project to be constructed and operated. NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereby covenant, promise and agree as follows: 1. DESCRIPTION OF PREMISES. Landlord does hereby lease to 'Tenant, and Tenant does hereby take and hire from Landlord, the Demised Premises. TOGETHER WVITH and including the right to use in common with the students, faculty, and administration and visitors at, of or to the Campus all of the estate, right, title and interest of the Landlord in and to any and all surrounding or adjoining streets, roads, highways, alleys, driveways, sidewalks, easements, rights -of -way and appurtenances, which shall give vehicular or pedestrian access to other areas of the Campus, and to and from Elmwood Avenue, Grant Street, Letchworth Street and Reese Street. Access across or through the Campus shall be subject to the reasonable regulations of the Landlord in respect of deliveries and other truck or heavy traffic, including construction vehicles. RESERVING to Landlord the right to place, maintain, repair and replace any utility lines and related appurtenances under and above the unimproved portions of the Demised Premises as provided in Section 5 of this Lease. FURTHER RESERVING to Landlord
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