OPSB Special Board Meeting February 21, 2013
ORLEANS PARISH SCHOOL BOARD SPECIAL BOARD MEETING 3520 General DeGaulle Drive, Suite 4050 New Orleans, Louisiana 70114 February 21, 2013 12:00PM
The Orleans Parish School Board convened for a Special Board Business Meeting on Thursday, February 21, 2013, at 3520 General DeGaulle Drive, Suite 4050, New Orleans, LA. Mr. Ira Thomas, Board President, called the meeting to order at 12:16 PM. Board Roll Call: Mr. Ira Thomas, present; Ms. Cynthia Cade, absent, Ms. Sarah Usdin, present; Ms. Leslie Ellison, present; Mr. Seth Bloom, present; Mr. Woody Koppel, present, Mr. Nolan Marshall, present. Mr. Stan Smith, Interim Superintendent; Mr. Edward Morris, General Counsel served as parliamentarian. A quorum was established. An audio recording of the meeting is available in the Board Office. Mr. Ira Thomas led the Board in the Pledge of Allegiance. ADOPTION OF THE AGENDA Motion to adopt the agenda was made by Woody Koppel and seconded by Sarah Usdin. The motion passed with 6 Ayes, 0 Nays. ACTION ITEMS/RESOLUTIONS The Orleans Parish Board is asked to accept the following action items:
Action Item No. 1: Wheatley School Leveraged Financing The Public School Facilities Financing Act contained in La. R.S. 17:100.10 (the “PSFFA”) authorizes the School Board and the RSD to create one or more public benefit corporations (a “PBC”) and to enter into financing arrangements with such PBCs and other private parties to leverage additional funds (a “Leveraged Financing”) not otherwise available to the School Board or the RSD to construct or renovate public school properties within the Parish of Orleans. Pursuant to OPSB Resolution No. 23-12, the School Board authorized a cooperative endeavor agreement (the “Leveraged Financing CEA”) with the RSD to implement a leveraged financing transaction for the Phillis Wheatley Elementary School in accordance with the Master Plan. The Leveraged Financing CEA authorized and directed the transfer the Wheatley School initially to the Orleans Schools Facilities Foundation (the “Facilities Foundation” or “PBC Lessee”), a wholly owned public benefit corporation of the School Board pursuant to a Master Lease (the “Master Lease”) as the first step to obtain funds not otherwise available to the School Board or the RSD in order to complete the construction of the Wheatley School. The Master 1
OPSB Special Board Meeting February 21, 2013
Lease requires the Facilities Foundation to transfer the Wheatley School to the Wheatley School Facility Foundation, Inc. (the “Wheatley QALICB”) through the execution of a Ground Lease (the “Ground Lease”) by and between the Facilities Foundation and the Wheatley QALICB. The Ground Lease requires the Wheatley QALICB obtain debt and equity financing to complete the construction of the Wheatley School. The Master Lease and the Ground Lease contain the statutorily mandated reference to the automatic reversion of the Wheatley School to the School Board if Wheatley School ceases to be used as a public school. The School Board and the RSD approved a Financing Structure Summary for the Leveraged Financing of the Wheatley School (the “Wheatley Financing Structure”) in the Leveraged Financing CEA. The School Board committed to advance through its Facilities Foundation [$23,897,112], of which [$6,947,088] will be loaned to the RSD Wheatley NMTC Investment Fund LLC (the “Investment Fund”) so that the Facilities Foundation will serve as the leveraged lender (the “Leveraged Lender”) in the Wheatley Financing Structure and [$16,897,112] will be provided as a grant to be used solely and exclusively by the Wheatley QLICB to pay for the construction costs of the Wheatley School. The construction costs of the Wheatley School exceed [$25,000,000]. All loans and/or guarantees in the Leveraged Financing for the Wheatley School must be determined to be safe and sound by the Interim Superintendent. Recommendation: following: (i) (ii) (iii)
(iv)
That the Orleans Parish School Board authorizes and approves the
Amended and Restated Articles of Facilities Foundation and Board of Directors attached hereto as Exhibit A. Cooperative Endeavor Agreement with the Recovery School District (“RSD”) attached as Exhibit B. Transaction Summary for the Leveraged Financing of the Wheatley Elementary School attached hereto as Exhibit C including the investment of funds in the Facilities Foundation consisting of proceeds of the OPSB’s Qualified School Construction Bond. Execution of documents related to the Leveraged Financing, including: (a) Master Lease attached as Exhibit D-1, Ground Lease attached as Exhibit D-2 and Facility Lease attached as Exhibit D-3. (b) Subordination, Non-Disturbance, Attornment Agreement attached as Exhibit E. (c) Grant Funding Agreement attached as Exhibit F. (d) Environmental Indemnity Agreement attached as Exhibit G. (e) Option Agreement attached as Exhibit H.
Motion to approve the Wheatley School Leveraged Financing was made by Woody Koppel and seconded Seth Bloom. The motion passed with 5 Ayes and 1 Nay YEAS: Sarah Usdin, Woody Koppel, Nolan Marshall, Seth Bloom, Leslie Ellison 2
OPSB Special Board Meeting February 21, 2013
NAYS: Ira Thomas ABSENT: Cynthia Cade ABSTENTIONS: None RECESS TO ORLEANS SCHOOLS FACILITIES FOUNDATION, INC., MEETING Time: 2: 27p.m. 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)
(viii)
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 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
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OPSB Special Board Meeting February 21, 2013
(ix) (x)
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.
RECONVENE ORLEANS PARISH SCHOOL BOARD BUSINESS MEETING/ROLL CALL Time: 2:35 P.M. Board 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. A quorum was established. Action Item No. 2: Ratification of the Proceedings of the Orleans Parish Schools Facilities Foundation, Inc., Held February 21, 2013. Recommendation: That the Orleans Parish School Board ratifies the proceedings of the Orleans Parish Schools Facilities Foundation, Inc., including all authorizations and approvals, undertaken in a duly called meeting of the Foundation held on February 21, 2013. Motion to approve the Ratification of the Proceedings of the Orleans Parish Schools Facilities Foundation, Inc., Held February 21, 2013 was made by Woody Koppel and seconded Leslie Ellison. The motion passed with 3 Ayes, 0 Nays YEAS: Sarah Usdin, Woody Koppel, Leslie Ellison NAYS: Ira Thomas ABSENT: Cynthia Cade ABSTENTIONS: None
ADJOURNMENT On motion by Woody Koppel, the Orleans Parish School Board adjourned at 2:36 pm
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