MINUTES OF THE

ORLEANS SCHOOL FACILITIES FOUNDATION MEETING

2401 WESTBEND PARKWAY

NEW ORLEANS, LA 70114

JUNE 19, 2020

Meeting Norms

Board Counsel provided virtual meeting norms in response to the CDC and the Governor's guidelines for gatherings, given the public health emergency. This including public participation and general format of the meeting under the circumstances. 

1.1 Call to Order – Roll Call

The Orleans School Facilities Foundation Meeting was called to order at 8:34am by Board Chair Ethan Ashley. The following members were present: Ethan Ashley(Chair), Leslie Ellison (Vice Chair), Superintendent Dr. Henderson Lewis, Jr.(Secretary), Diane Allison (Treasurer), and Octave Todd Francis (Financial Expert). Also present were Kathy Moss (General Counsel) and Wayne J. Neveu (Bond Counsel).

-Interpretation services were acknowledged.

1.2 Pledge of Allegiance

The Pledge of Allegiance was led by Mr. Ashley.  

1.3 Adoption of the Agenda

Motion to adopt the agenda as provided.

·        Motion by Dr. Lewis second by Ms. Lewis

·        Final resolution: Motion passes

·        Yeas: Mr. Ashley, Ms. Ellison, Ms. Allison, Mr. Francis, Dr. Lewis

·        Nays: None

·        Absent: None

CONSIDERATION OF THE MINUTES

2.1 Adoption of the Minutes

Motion by Mr. Francis, second by Ms. Ellison to adopt the minutes of the March 24, 2020 OSFF meeting as printed (waiving the reading).

·        Final resolution: Motion passes

·        Yeas: Mr. Ashley, Ms. Ellison, Ms. Allison, Mr. Francis, Dr. Lewis

·        Nays: None

·        Absent: None

ACTION ITEMS

Action Item 3.1 – Approval of Written Consent for the final steps to unwind the Drew School Facility Leveraged Financing and to return the Drew School to the Orleans Parish School Board

Recommended action – It is recommended that the Board of Directors approves Written Consent to unwind the Drew School Facility Leveraged Financing and to execute and deliver the following documents on behalf of the Corporation and on behalf of the Corporation in its capacity as the sole member of the Owner (collectively, the “Unwind Documents”):

1. Membership Interest Donation Agreement;

2. Omnibus Release and Termination by and among the Owner, the Corporation and OPSB;

3. Electronic Signatures Agreement by and among the Investor, the Corporation, the Owner and New Orleans School Facility Finance Foundation, a Louisiana nonprofit corporation;

4. Put Exercise Agreement;

5. Confirmation and Reaffirmation of Unconditional Guaranty made by the Corporation for the benefit of the Investor;

6. Drew Elementary Exit Flow of Funds Memorandum by and among the Investor, the Corporation and the Owner;

7. Notice of Termination of Lease Agreement and Agreement to Issue Bonds by and between IDB and the Owner;

8. Notice of Termination of Facilities Sublease Agreement by and between the Owner and Arise Academy;

9. Termination of Facilities Sublease Agreement by and between the Owner and Arise Academy;

10. Notice of Change by the Corporation to the Louisiana Secretary of State to confirm the Corporation as the sole member and sole manager of the Owner;

11. Act of Conveyance by IDB to the Owner;

12. Support Agreement by and between the Manger and Owner;

13. Property Donation Agreement;

14. Owner Sale Agreement;

15. Termination of Facilities Sublease Agreement by and between the Owner and Arise Academy (“Arise”);

16. Notice of Termination of Facilities Sublease Agreement by and between the Owner and Arise;

17. Cancellation of Multiple Indebtedness Leasehold Mortgage by the Corporation;

18. Notice of Termination of Master Lease by and among the Corporation, RSD, and OPSB;

19. Termination of Master Lease by and among the Corporation, RSD, and OPSB;

20. UCC-3 Termination Statement;

21. Notice of Termination of Ground Lease between the Owner and the Corporation; and

22. Termination of Ground Lease between the Owner and the Corpor.

·        Motion by Ms. Ellison, second by Mr. Ashley

·        Final resolution: Motion passes

·        Yeas: Mr. Ashley, Ms. Ellison, Ms. Allison, Mr. Francis, Dr. Lewis

·        Nays: None

·        Absent: None

Board Comment

·        Clarification of physical address was requested.  The facility is located at 3819 Saint Claude Avenue, New Orleans, Louisiana 70117. 

Action Item 3.2 – Approval of Written Consent for the final steps to unwind the Wheatley School Facility Leveraged Financing and to return the Wheatley School to the Orleans Parish School Board.

Recommended action – It is recommended that the Board of Directors approves Written Consent to unwind the Wheatley School Facility Leveraged Financing and to execute and deliver the following documents on behalf of the Corporation and on behalf of the Corporation in its capacity as the sole member of the Owner (collectively, the “Unwind Documents”):

1. Assignment of QLICI Notes in Satisfaction of Leverage Loan by the Fund to the Corporation;

2. Allonge by the Fund to the Corporation (MBS A Note);

3. Allonge by the Fund to the Corporation (MBS B Note);

4. Allonge by the Fund to the Corporation (GS A Note);

5. Allonge by the Fund to the Corporation (GS B Note);

6. Assignment of Notes and Leasehold Mortgage, Assignment of Leases and Rents, and Security Agreement by the Fund to the Corporation;

7. Cancellation of Ground Lease by and between the Borrower and the Corporation;

8. Notice of Cancellation of the Ground Lease by and between the Borrower and the Corporation;

9. Uniform Cancellation Affidavit of Mortgage by the Corporation;

10. Cancellation of Ground Lease by and among the Corporation, OPSB and Recovery School District (“RSD”);

11. Notice of Cancellation of Master Lease by and among the Corporation, OPSB, and RSD; and

12. Omnibus Release and Termination by and among the Borrower, the Corporation, OPSB, and RSD.

·        Motion by Ms. Ellison, second by Dr. Lewis

·        Final resolution: Motion passes

·        Yeas: Mr. Ashley, Ms. Ellison, Ms. Allison, Mr. Francis, Dr. Lewis

·        Nays: None

·        Absent: None

Board Comment

·        Clarification of physical address was requested.  The facility is located at 2300 Dumaine Street, New Orleans, Louisiana 70119.

ADJOURNMENT

4.1 Adjourn Meeting

Motion by Ms. Ellison, second by Dr. Lewis

·        Final resolution: Motion passes

·        Yeas: Mr. Ashley, Ms. Ellison, Ms. Allison, Mr. Francis, Dr. Lewis

·        Nays: None

·        Absent: None

Meeting Adjourned at 8:50am.