ORLEANS SCHOOLS FACILITIES FOUNDATON MEETING Orleans Parish School Board Administrative Office 3520 General DeGaulle New Orleans, Louisiana 70114 September 12, 2013 4:00 PM (Notice: This meeting may be convened up to 30 minutes prior to the posted schedule to facilitate the orderly conduct of business)
Committee Members: Ira Thomas Sr., Chairman Leslie Ellison, Vice Chairman Stanley C. Smith, Secretary Wayne M. DeLarge, Treasurer Damon Burns, Member
AGENDA Call to Order
Mr. Ira Thomas
Roll Call ADOPTION OF THE AGENDA
Additions/Deletions/Modifications
ACTION ITEMS/RESOLUTIONS 1. Approval of February 21, 2013 Facilities Foundation Meeting Minutes 2. Adoption of Resolution 01-13 Rationale: The undersigned directors of Orleans Schools Facilities Foundation, Inc., a Louisiana nonprofit corporation (the “Corporation”) constituting a public benefit corporation of the Orleans Parish School Board (the “OPSB”), hereby certify that the following resolutions set forth herein were adopted by the Board of Directors (the “Board”) of the Corporation at the membership meeting of the Corporation held on September 12, 2013. Recommendation: That the Orleans Schools Facilities Foundation adopts Resolution 01-13.
Adjournment
Board Meeting February 21, 2013 Draft
ORLEANS SCHOOLS FACILITIES FOUNDATON MEETING Orleans Parish School Board Administrative Office 3520 General DeGaulle New Orleans, Louisiana 70114 February 21, 2013 (Notice: This meeting may be convened up to 30 minutes prior to the posted schedule to facilitate the orderly conduct of business)
The Orleans Schools Facilities Foundation Meeting convened for a Board Business Meeting on Thursday, February 21, 2013, at 3520 General DeGaulle Drive, Suite 4050, New Orleans, LA. Interim Superintendent Stanley C. Smith called the meeting to order at 2:27 PM. I.
Roll Call: Mr. Ira Thomas, present; Ms. Cynthia Cade, absent, Ms. Sarah Usdin, present; Ms. Leslie Ellison, present; Mr. Seth Bloom, absent; Mr. Woody Koppel, present, Mr. Nolan Marshall, absent. Mr. Stan Smith, Interim Superintendent; Mr. Edward Morris, General Counsel served as parliamentarian.
II. Authorization and approval of the following: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
Bylaws of Facilities Foundation Cooperative Endeavor Agreement Transaction Summary Master Lease Ground Lease Grant Funding Agreement Leverage Loan Documents Subordination, Non-Disturbance, Attornment Agreement Option Agreement
Motion to elect officers of the Board was made by Daniel Burns and seconded by Leslie Ellison. Chariman-Ira Thomas, Vice Chairman–Leslie Ellison, Secretary- Stan Smith, Treasurer – Wayne DeLarge. The motion passed unanimously.
Motion to approve and authorize Exhibits A-J was made by Wayne DeLarge and seconded by Stan Smith. The motion passed unanimously. (i) (ii) (iii) (iv) (v) (vi) (vii)
Amended and Restated Bylaws of Facilities Foundation attached hereto as Exhibit A Cooperative Endeavor Agreement attached hereto as Exhibit B Transaction Summary attached hereto as Exhibit C Master Lease attached hereto as Exhibit D Ground Lease attached hereto as Exhibit E Grant Funding Agreement attached hereto as Exhibit F Leverage Loan Documents attached hereto as Exhibit G a. Leverage Loan Agreement attached hereto as Exhibit G-1
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Board Meeting February 21, 2013 Draft
(viii) (ix) (x)
b. Promissory Note attached hereto as Exhibit G-2 c. Security and Pledge Agreement attached hereto as Exhibit G-3 Subordination, Non-Disturbance, Attornment Agreement attached hereto as Exhibit H Option Agreement attached hereto as Exhibit I Tax Credit Guaranty attached hereto as Exhibit J
Motion to adjourn was made by Leslie Ellison and seconded by Wayne DeLarge. III. Adjourn
Time: 2:30 P.M.
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ORLEANS SCHOOLS FACILITIES FOUNDATION, INC. RESOLUTION NO. 01-13 The following resolution was offered by _____________ and seconded by _____________:
WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ORLEANS SCHOOLS FACILITIES FOUNDATION, INC. The undersigned directors of Orleans Schools Facilities Foundation, Inc., a Louisiana nonprofit corporation (the “Corporation”) constituting a public benefit corporation of the Orleans Parish School Board (the “OPSB”), hereby certify that the following resolutions set forth herein were adopted by the Board of Directors (the “Board”) of the Corporation at the membership meeting of the Corporation held on September 12, 2013. RECITALS WHEREAS, the Corporation was formed as a nonprofit public benefit corporation of the OPSB under the laws of the State of Louisiana pursuant to the Articles of Incorporation dated September 8, 2011 and filed with the Louisiana Secretary of State on September 28, 2011 and pursuant to the Bylaws of the Corporation adopted on November 16, 2010; and WHEREAS, the OPSB and the Board approved on April 1, 2013 Amended and Restated Articles of Incorporation attached hereto as Exhibit A; and WHEREAS, the Board further approved on April 1, 2013 Amended and Restated Bylaws of the Corporation attached hereto as Exhibit B; and WHEREAS, the Board approved on April 1, 2013 the election of Ira A. Thomas, Sr. as Chairman and Leslie Ellison as Vice-Chairman and Stanley C. Smith as Secretary and Wayne DeLarge as Treasurer of the Board of the Corporation; and WHEREAS, the Board of Director now desires to approve certain financing arrangements (the “Leveraged Financing”) and documents related to the construction of the McDonogh 42 Elementary School. NOW, THEREFORE, BE IT RESOLVED AND CONSENTED TO BY THE DIRECTORS OF THE CORPORATION THAT: Section 1. Duplicate originals of the Amended and Restated Articles of Incorporation of the Corporation attached as Exhibit A and the Amended and Restated Bylaws of the Corporation attached as Exhibit B are hereby approved and confirmed. Section 2.
The following items of organization are also authorized and/or confirmed:
The appointment of the OPSB General Counsel, Edward Morris, as registered agent of the Corporation for service of process in the State of Louisiana is hereby ratified and confirmed.
The registered office of the Corporation in the State of Louisiana is established and maintained at 3520 General DeGaulle Drive, Suite 5088, New Orleans, Louisiana 70114. Ira A. Thomas, Sr. was duly elected on April 1, 2013 as Chairman of the Corporation’s Board (the “Chairman”) and Leslie Ellison was duly elected as Vice-Chairman of the Corporation’s Board (the “Vice-Chairman”) and Stanley C. Smith was duly elected Secretary of the Corporation’s Board (the “Secretary”) and Wayne DeLarge was duly elected Treasurer of the Corporation’s Board (the “Treasurer”).
The Secretary and Treasurer are hereby authorized and directed to obtain such books and/or accounts as are necessary and proper for the transaction of the business of the Corporation in connection with the Leveraged Financing of McDonogh 42 Elementary School.
All contracts and agreements of this Corporation, including (but not by way of limitation) bills payable, notes, checks, drafts, and other negotiable instruments, leases, bonds and mortgages, be executed or signed on behalf of this Corporation by the Chairman and Secretary subject to the limitations of the Amended and Restated Bylaws of the Corporation, unless otherwise specifically authorized by the Board.
The Treasurer authorized to appoint and adopt JPMorgan Chase Bank and such other banks or other financial institutions as and for the depository of funds for the Corporation and that the printed form of resolution supplied by said bank or other financial institution be adopted and be properly executed by the Secretary and furnished to said bank or other financial institution.
The Treasurer establish and maintain books of account of the Corporation and enter therein all financial transactions of the Corporation, that said books be kept and maintained at the principal office of the Corporation at 3520 General DeGaulle Drive, Suite 5088, New Orleans, Louisiana 70114, or at such other place as the Treasurer may determine to be advisable.
Section 3. The forms of the following documents and/or agreements are hereby authorized and approved with such revisions and/or modifications as approved by the Chairman as may be necessary to implement the Leveraged Financing of the McDonogh 42 School:
The Cooperative Endeavor Agreement by and among the OPSB, the Recovery School District (“RSD”) and the Corporation attached hereto as Exhibit C is hereby accepted and approved.
The Transaction Summary for the Leveraged Financing of the McDonogh 42 Elementary School attached hereto as Exhibit D is hereby accepted and approved.
The Grant Funding Agreement by and among the Corporation and McDonogh 42 School Facility, LLC (the “QALICB”) attached hereto as Exhibit E (the “Grant Agreement”) is hereby accepted and approved. The Leverage Loan Agreement by and between the Corporation, as Lender, and McDonogh Elementary Investment Fund, LLC (the “Investment Fund”), as Borrower; the Promissory Note in the principal amount of [$6,849,000]; and the Security and Pledge Agreement entered into by the Investment Fund to and for the benefit of the Corporation (collectively, the “Leverage Loan Documents”) attached hereto as Exhibit F are hereby accepted and approved.
In accordance with the Transaction Summary, the Corporation hereby (i) accepts $15,499,000 from the OPSB consisting of proceeds of the OPSB’s Qualified School Construction Bonds and other OPSB funds, (ii) agrees to grant $8,650,000 to the QALICB pursuant to the Grant Agreement and (ii) to loan $6,849,000 to the Investment Fund pursuant to the Leverage Loan Documents.
The Master Lease between the OPSB and RSD together, as Master Lessor, and the Corporation, as Master Lessee, attached hereto as Exhibit G.
The Ground Lease between the Corporation, as Master Lessee, and the QALICB, as Sub-Lessee, attached hereto as Exhibit H.
The Guaranty of New Markets Tax Credits by the QALICB and the Corporation, together as Guarantors, for the benefit of GSGroup NMTC Investor LLC, attached hereto as Exhibit I.
The Reimbursement Agreement between the QALICB and the Corporation, attached hereto as Exhibit J.
The Subordinate Leasehold Mortgage, Assignment of Leases and Rents, and Security Agreement between the QALICB and the Corporation, attached hereto as Exhibit K.
The Option Agreement by and between the Corporation and US Bancorp Community Development Corporation, attached hereto as Exhibit L.
The Construction Monitoring and Disbursement Agreement by and among the QALICB, Hope New Markets 1, LLC, UA Sub-CDE XIX, LLC, the Corporation, and a disbursing agent to be determined by the parties, attached hereto as Exhibit M.
The Subordination and Intercreditor Agreement by and among the Corporation, the QALICB, Hope New Markets 1, LLC and UA Sub-CDE XIX, LLC, attached hereto as Exhibit N.
The Environmental Indemnity Agreement by and between the QALICB and the Corporation, attached hereto as Exhibit O.
The Guaranty to MBS Entities by the QALICB, the Corporation, RSD and OPSB, as guarantors, for the benefit of Hope New Markets 1, LLC and UA Sub-CDE XIX, LLC, attached hereto as Exhibit P.
The Subordination, Non-Disturbance and Attornment Agreement by and among the QALICB, Hope New Markets 1, LLC, UA Sub-CDE XIX, LLC, the OPSB, the RSD and the Corporation, attached hereto as Exhibit Q.
The Closing Transfers and Authorizations Agreement by and among US Bancorp Community Development Corporation, McDonogh Elementary Investment Fund LLC, the Corporation, Hope New Markets 1, LLC and UA Sub-CDE XIX, LLC, the QALICB, the OPSB and Baronne Title Co., Inc., attached hereto as Exhibit R.
The Account Control Agreement between QALICB and OSFF in respect of the Grant Reserve Account, attached hereto as Exhibit S.
Such other documents as shall be necessary and appropriate to implement the Leveraged Financing of the McDonogh 42 School.
Section 4. Wayne J. Neveu, Esq. and the firm of Foley & Judell, L.L.P. are hereby retained as counsel and attorney-in-fact (the “Corporation Counsel”) to represent the Corporation in connection with the Leveraged Financing of the McDonogh 42 School and are authorized to render such opinions as may be necessary to implement such Leveraged Financing. Section 5. The Chairman, Secretary and Treasurer are authorized to take any and all actions necessary to accomplish the limited purpose of the Corporation and to maintain the nonprofit status of the Corporation without advance authorization from the Board. Section 6. The Chairman is hereby authorized and directed to execute such documents and agreements requiring the execution thereof by the Corporation as referenced in Section 3 of this resolution or such other documents and agreements as may be further required to implement the Leveraged Financing of the McDonogh 42 School following review and approval of the Corporation Counsel.
IN WITNESS WHEREOF, the undersigned has executed this unanimous written consent as of the ___st day of September, 2013.
_______________________________ Ira H. Thomas, Sr. Ex-Officio OPSB Board Member
_______________________________ Leslie Ellison Ex-Officio OPSB Board Member
_______________________________ Stanley C. Smith Interim Superintendent
_______________________________ Wayne DeLarge Acting CFO
_______________________________ Damon Burns Financial Expert
Constituting the entire Board of Directors of Orleans Schools Facilities Foundation, Inc.
EXHIBIT A Amended and Restated Articles of Incorporation
EXHIBIT B Amended and Restated Bylaws
EXHIBIT C Cooperative Endeavor Agreement
EXHIBIT D Transaction Summary
EXHIBIT E Grant Funding Agreement
EXHIBIT F Leverage Loan Documents Exhibit F-1 Leverage Loan Agreement Exhibit F-2 Promissory Note Exhibit F-3 Security and Pledge Agreement
EXHIBIT G Master Lease
EXHIBIT H Ground Lease
EXHIBIT O Guaranty of New Markets Tax Credits
EXHIBIT J Reimbursement Agreement
EXHIBIT K Subordinate Leasehold Mortgage, Assignment of Leases and Rents, and Security Agreement
EXHIBIT L Option Agreement
EXHIBIT M Construction Monitoring and Disbursement Agreement
EXHIBIT N Subordination and Intercreditor Agreement
EXHIBIT O Environmental Indemnity Agreement
EXHIBIT P Guaranty to MBS Entities
EXHIBIT Q Subordination, Non-Disturbance and Attornment Agreement
EXHIBIT R Closing Transfers and Authorization Agreement
EXHIBIT S Account Control Agreement (Grant Reserve Account)