HomeMy Public PortalAboutA 2019-12-04 - ICFA AGENDA MEMBER CITIES
Alhambra
Apple Valley C FAInk,
Azusa
Baldwin Park
Barstow
Bell
Bellflower INDEPENDENT CITIES
Brea
Calaveras County Water District FINANCE af�N CE
Capitula rAUTHOR'
Carpinteria
Carson
ChinoINDEPENDENT CITIES FINANCE AUTHORITY
Claremont
Clovis
Cotton Regular Meeting of the Board of Directors
Comme
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C mpton 1 /i t,.� P,�5 e J = Regular Meeting of the Executive Committee
Covina R C E I V D
Downey
Duarte El Monte Wednesday, December 4, 2019
Fairfield
Fontana 12:00 p.m.
Fresno NOV 2 7 2019
Gardena
Garden Grove
Glendale San Fernando City Hall Glendora CITY OF LYNWOOD
Community Meeting Room
Hawthorne nGardens CITY 9LERKS OFFICE
117 Macneil Street
Huntington Park
Indio �clu kraal cto f mot? San Fernando, CA 91340
Inglewood 7O
La Habra
La Puente
Lakewood
Lancaster TELECONFERENCE MEETING LOCATIONS:
Lawndale
Long Beach Call In Information:
Lynds
Lynwood Call In Number: 1-712-775-7031
Monrovia
Montclair Participant Number: 236-977-467#
Montebello
Monterey Park
Morgan Hill
Norwalk 1. Baldwin Park City Hall 2. Huntington Park City Hall
eansid
Palmdalee Room 301 1st Floor Conference Room
Palm Springs
Paramount 14403 East Pacific Avenue 6550 Miles Avenue
Pico R
Plan dla Community Services District Baldwin Park, CA 91706 Huntington Park, CA 90255
Pomona
Rancho Cucamonga
Rialto
Riverside 3. Lynwood City Hall 4. Vernon City Hall
Rohnert Park
Salinas City Council Office Conference Room 1
San Bernardino
San Bernardino County 11330 Bullis Road 4305 Santa Fe Avenue
San Diego
aCounly
San FernandoLynwood, CA 90262 Vernon, CA 90058
San Juan Capistrano
San Marcos
SanMateo aClarfta County
Santa Clartta STAFF REPORTS AND OTHER WRITTEN DOCUMENTS RELATED TO ITEMS
Santa Signal Hillla ON THIS AGENDA CAN BE OBTAINED FROM THE INDEPENDENT CITIES
South GA
FINANCE AUTHORITY BY CALLING (877) 906-0941.
Vernon
Visalia
Vista
West Covina FOR YOUR INFORMATION: The Authority Board/Executive Committee will
Whittier
Yuucaipaa hear from the public on any items on the agenda or an item of interest to the
BOARD MEMBERS Board/Executive Committee that is not on the Agenda. These items may be
OFFICERS
Sylvia Bailin,President referred for administrative action or scheduled on a future agenda. Comments
Josses ache VicePresident/Treasurer are to be limited to three minutes for each speaker, unless extended by the
Lynod
DIRECTORS Authority Board. Each speaker will have an opportunity to speak on any
Ricardo Pachecon,Com,BakiwinPark
&
Aja Brown,Compton
Agenda item. You have the opportunity to address the Authority Board at the
Marilyn Sanabria,Huntington Park
Maria Davila,South Gate following times:
Leticia Lopez,Vernon A. AGENDA ITEMS: at the time the Authority Board considers the Agenda item
Secretary/Executive Diector
Debbie Smith or during Public Comment, and
General Legal Counsel
Scott Campbell
Best Best&Krieger,LLP
PostOfficeBox6740,Lancaster,CA93539-6740 • Phone: (877) 906-0941 • www.icfauthority.org
1
REGULAR MEETING OF THE BOARD OF DIRECTORS
REGULAR MEETING OF THE EXECUTIVE COMMITTEE
December 4, 2019
Page Two
B. NON-AGENDA ITEMS: during Public Comment — comments will be received for a maximum
30-minute period; any additional requests will be heard following the completion of the
Agenda, and
C. PUBLIC HEARINGS: at the time of the Public Hearing
I. CALL TO ORDER. (Page 4)
II. ROLL CALL. (Page 4)
City of Baldwin Park City of San Fernando
City of Compton City of South Gate
City of Huntington Park City of Vernon
City of Lynwood
III. AMENDMENTS OR ADJUSTMENTS TO THE AGENDA. (Page 4)
IV. PUBLIC COMMENTS. At this time the public shall have an opportunity to comment on
any non-agenda item relevant to the jurisdiction of the Authority. Reasonable time limits
are imposed on each topic and each speaker. In accordance with the provisions of the
Ralph M. Brown Act (GC § 54950 et seq.), no action or discussion may take place by the
Board of any items not on the posted agenda. The Board may respond to statements
made or questions asked and may direct staff to report back on the topic at a future
meeting. (Pages 4-5)
V. NEW BUSINESS.
A. Approval Of Minutes Of The October 15, 2019 Board Of Directors Meeting. (Pages 5
& 9-12). RECOMMEND APPROVAL
B. Approval/Adoption Of Resolution No. 2019-4 (A Resolution Of The Board Of
Directors/Executive Committee Of The Independent Cities Finance Authority
Authorizing The Execution Of The First Amendment To Loan Agreement, First
Amendments To Leases And Authorizing Certain Other Actions Related To The
Independent Cities Finance Authority Charter School Revenue Bonds (Alliance
Broadway School Project) Series 2011 (Taxable Qualified School Construction Bonds
— Direct Subsidy). (Pages 5-7 & 13-47)
RECOMMEND APPROVAL/ADOPTION
C. Approval Of Financial Accounting For The Period September 1, 2019 To October 31,
2019 (Pages 7-8) RECOMMEND APPROVAL
2
REGULAR MEETING OF THE BOARD OF DIRECTORS
REGULAR MEETING OF THE EXECUTIVE COMMITTEE
December 4, 2019
Page Three
VI. COMMENTS FROM BOARD MEMBERS. (Page 8)
VII. ADJOURNMENT. (Page 8)
The public shall have an opportunity to comment on any item as each item is considered by the
Board/Executive Committee and prior to action being taken. Agenda reports are available at the
Independent Cities Finance Authority office upon request by calling (877) 906-0941.
NOTICE: New items will not be considered after 2:00 p.m. unless the Board of
Directors/Executive Committee votes to extend the time limit. Any items on the agenda that are
not completed will be forwarded to the next regular Board of Directors/Executive Committee
meeting.
IN COMPLIANCE WITH THE AMERICAN DISABILITIES ACT, IF YOU NEED SPECIAL
ASSISTANCE TO PARTICIPATE IN THIS MEETING, PLEASE CONTACT THE INDEPENDENT
CITIES FINANCE AUTHORITY AT (877) 906-0941. NOTIFICATION 48 HOURS PRIOR TO
THE MEETING WILL ENABLE THE INDEPENDENT CITIES FINANCE AUTHORITY TO MAKE
REASONABLE ARRANGEMENTS TO ENSURE ACCESSIBILITY TO THIS MEETING.
NOTE TO CITY CLERKS:
Please post this Meeting Notice just as you would a City Council agenda.
3
INDEPENDENT CITIES FINANCE AUTHORITY
REGULAR MEETING OF THE BOARD OF DIRECTORS
REGULAR MEETING OF THE EXECUTIVE COMMITTEE
December 4, 2019 — 12:00 p.m.
AGENDA SUMMARY
I. CALL TO ORDER.
II. ROLL CALL.
A. MATERIAL ENCLOSED:
None.
B. COMMENTS:
A roll call of the following member cities will be conducted:
City of Baldwin Park City of San Fernando
City of Compton City of South Gate
City of Huntington Park City of Vernon
City of Lynwood
C. RECOMMENDATION:
None.
III. AMENDMENTS OR ADJUSTMENTS TO THE AGENDA.
A. MATERIAL ENCLOSED:
None.
B. COMMENTS:
None.
C. RECOMMENDATION:
None.
IV. PUBLIC COMMENT.
A. MATERIAL ENCLOSED:
None.
4
AGENDA SUMMARY
December 4, 2019
Page Two
B. COMMENTS:
At this time the public shall have an opportunity to comment on any non-agenda item
relevant to the jurisdiction of the Authority. Reasonable time limits are imposed on
each topic and each speaker. In accordance with the provisions of the Ralph M.
Brown Act (GC § 54950 et seq.), no action or discussion may take place by the Board
of any items not on the posted agenda. The Board may respond to statements made
or questions asked and may direct staff to report back on the topic at a future meeting.
C. RECOMMENDATION:
None.
V. NEW BUSINESS.
A. APPROVAL OF MINUTES OF THE OCTOBER 15, 2019 BOARD OF DIRECTORS
MEETING.
A. MATERIAL ENCLOSED: (PAGES 9-12)
Minutes of the October 15, 2019 Board of Directors meeting.
B. COMMENTS:
None.
C. RECOMMENDATION:
Approve the minutes of the October 15, 2019 Board of Directors meeting.
B. APPROVAL/ADOPTION OF RESOLUTION NO. 2019-4 (A RESOLUTION OF THE
BOARD OF DIRECTORS/EXECUTIVE COMMITTEE OF THE INDEPENDENT
CITIES FINANCE AUTHORITY AUTHORIZING THE EXECUTION OF THE FIRST
AMENDMENT TO LOAN AGREEMENT, FIRST AMENDMENTS TO LEASES AND
AUTHORIZING CERTAIN OTHER ACTIONS RELATED TO THE INDEPENDENT
CITIES FINANCE AUTHORITY CHARTER SCHOOL REVENUE BONDS
(ALLIANCE BROADWAY SCHOOL PROJECT) SERIES 2011 (ITAXABLE
QUALIFIED SCHOOL CONSTRUCTION BONDS — DIRECT SUBSIDY).
A. MATERIAL ENCLOSED: (PAGES 13-47)
1. Resolution No. 2019-4 (Pages 13-17)
2. First Amendment to Loan Agreement (Pages 18-23)
3. First Amendment to Amended & Restated Lease Agreement for Alliance
College-Ready Middle Academy No. 5 (Pages 24-35)
4. First Amendment to Amended & Restated Lease Agreement for Alliance
Susan and Eric Smidt Technology High School (Pages 36-47)
5
AGENDA SUMMARY
December 4, 2019
Page Three
B. COMMENTS:
DESCRIPTION/BACKGROUND:
ICFA previously issued its $9,844,675 Charter School Revenue Bonds (Alliance
Broadway School Project) Series 2011A (Taxable Qualified School Construction
Bonds - Direct Subsidy) and its $5,168,000 Subordinate Charter School Revenue
Bonds (Alliance Broadway School Project) Series 2011B (Taxable Qualified
School Construction Bonds-Direct Subsidy) (the "Series 2011 Bonds") pursuant
to and secured by the Trust Indenture dated November 1, 2011 between the
Authority and the Zions Bancorporation, National Association, as trustee as
amended. The Series 2011 Bonds issued by the Authority were loaned to 1918
Broadway Charter Financing LLC (the "Borrower) pursuant to a Loan Agreement
dated as of November 1 , 2011 between the Authority and Borrower (the "Loan
Agreement") for the public purpose of facilitating the financing of the costs of
acquiring, constructing, improving and furnishing charter school facilities and the
related site located at 211 South Avenue 20, Los Angeles, California (the "Series
2011 Facilities") for lease to Alliance Susan and Eric Smidt Technology High
School and Alliance College-Ready Middle Academy No. 5, respectively (each a
"Lessee" and collectively, the "Lessees") pursuant to two separate Amended and
Restated Lease Agreements between the Borrower, as lessor and each Lessee,
each dated as of November 28, 2018 (collectively, the "Leases"). The Borrower
and Lessees have requested the Authority amend the Loan Agreement for the
purpose of facilitating the merger (the "Merger") of the Lessees into a single
California nonprofit public benefit corporation to be known as Alliance College-
Ready Public Schools to enable the Lessees to comply with changes in
California law, and which merger and change in law are to be effective on
January 1, 2020.
ANALYSIS:
To complete the Merger, amendments (the "Amendments") to the Loan
Agreement and Leases are necessary and require consent of the Authority. As
further conditions to the Amendments, at least 66 2/3% of the Registered Owners
of the Series 2011 Bonds must consent also (the "Bondholder Consent") and the
Authority and Trustee must receive an Opinion of Gilmore & Bell, P.C., as bond
counsel to the Authority and the Borrower's counsel, each as provided by the
terms of the Trust Indenture.
PROCESS:
The Authority will adopt a resolution authorizing the execution of the
Amendments and taking of all other necessary actions in connection with the
Merger, conditional upon receipt by it and the Trustee of the Bondholder Consent
and opinions required by the Trust Indenture.
6
AGENDA SUMMARY
December 4, 2019
Page Four
C. RECOMMENDATION:
1. Approve/adopt Resolution No. 2019-4 authorizing the execution of the
Amendments and taking of other related action in connection with the
Merger; and
2. Authorize President Ballin and staff to execute all necessary documents.
C. APPROVAL OF FINANCIAL ACCOUNTING FOR THE PERIOD SEPTEMBER 1,
2019 TO OCTOBER 31, 2019.
A. MATERIAL ENCLOSED:
None.
B. COMMENTS:
Receipts for the period September 1, 2019 to October 31, 2019 were as follows:
Castle monthly fees (2 months) 991.66
Yucaipa monthly fees (2 months) 1,010.84
Vista de Santa Barbara monthly fees (2 months) 1,405.00
Hacienda Valley monthly fees (2 months) 1,644.16
Palm Springs monthly fees (2 months) 1,766.66
Palomar East monthly fees (2 months) 2,136.66
Santa Rosa monthly fees (2 months) 2,238.00
Westlake/Millbrook monthly fees (2 months) 2,843.34
Palomar West monthly fees (2 months) 3,089.16
Rancho Vallecitos monthly fees (2 months) 3,236.00
Rohnert Park monthly fees (2 months) 3,568.34
Pillar Ridge monthly fees (2 months) 4,636.00
Lamplighter monthly fees (2 months) 4,780.00
The Woods monthly fees (2 months) 5,058.34
San Juan (2 months) 5,796.00
MASH Program (annual fees) 6,084.00
TOTAL RECEIPTS $50,284.16
7
AGENDA SUMMARY
December 4, 2019
Page Five
Expenditures for the period September 1, 2019 to October 31, 2019 were as
follows:
Krisla, Inc. (Accounting fees) 4,680.00
Fed Ex Office (Copies) 308.13
Smith, Alvarez & Castillo (Staff services) 18,750.00
Sylvia Bailin (Board meeting stipend) 150.00
Leticia Lopez (Board meeting stipend) 150.00
Ricardo Pacheco (Board meeting stipend) 150.00
Marilyn Sanabria (Board meeting stipend) 150.00
Marisela Santana (Board meeting stipend) 150.00
Smith, Alvarez & Castillo (Staff services) 18,750.00
League Of California Cities (Luncheon fee) 50.00
Tripepi Smith (Public relations) 1,605.50
Best Best & Krieger(Legal fees) 10,524.40
USPS (PO Box Renewal) 452.00
TOTAL EXPENDITURES $55,870.03
ICFA account balances as of October 31, 2019 are as follows:
Bank of America - $124,348.77
LAIF - $360,151.54
It should also be noted that ICFA has one outstanding loan to Augusta
Communities in the amount of$90,000.
C. RECOMMENDATION:
Approve the financial accounting for the period September 1, 2019 to October
31, 2019.
VI. COMMENTS FROM BOARD MEMBERS.
A. MATERIAL ENCLOSED:
None.
B. COMMENTS:
None.
C. RECOMMENDATION:
None
VII. ADJOURNMENT.
8
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INDEPENDENT CITIES FINANCE AUTHORITY
Board of Directors Meeting, October 15, 2019
Page 2
V. NEW BUSINESS.
A. APPROVAL OF THE MINUTES OF THE APRIL 16, 2019 BOARD OF
DIRECTORS MEETING.
It was moved by Sylvia Ballin, seconded by Marisela Santana,
and carried by the following roll call vote to approve the
minutes of the April 16, 2019 Board of Directors meeting:
AYES : Sylvia Ballin (San Fernando) , Leticia Lopez
(Vernon) , Marilyn Sanabria (Huntington Park) ,
Marisela Santana (Lynwood)
NOES : None
ABSTAIN: Ricardo Pacheco (Baldwin Park)
ABSENT : City of Compton, City of South Gate
B. APPROVAL OF THE FINANCING OF A MANUFACTURED HOME COMMUNITY BY
ICFA FOR AMERICAN DREAM AFFORDABLE HOUSING LOCATED IN THE
CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO.
This item was pulled from the agenda.
C. APPROVAL/ADOPTION OF RESOLUTION NO. 2019-3 (A RESOLUTION OF
THE BOARD OF DIRECTORS/EXECUTIVE COMMITTEE OF THE INDEPENDENT
CITIES FINANCE AUTHORITY AUTHORIZING THE ISSUANCE IN ONE OR
MORE SERIES OF ITS NOT TO EXCEED $9,000, 000 AGGREGATE
PRINCIPAL AMOUNT OF INDEPENDENT CITIES FINANCE AUTHORITY
MOBILE HOME PARK REVENUE BONDS (ROYAL YORK ESTATES) AND
APPROVING CERTAIN DOCUMENTS AND AUTHORIZING CERTAIN ACTIONS
IN CONNECTION THEREWITH) .
This item was pulled from the agenda.
D. APPROVAL/ADOPTION OF SECOND AMENDMENT TO ADMINISTRATIVE
SERVICES AGREEMENET BETWEEN THE INDEPENDENT CITIES FINANCE
AUTHORITY AND SMITH, ALVAREZ & CASTILLO, INC.
Staff noted that the contract for administrative services
expired on June 30, 2019. After a discussion of the services
being provided by Smith, Alvarez & Castillo and costs
associated therewith, it was moved by Sylvia Ballin, seconded
10
INDEPENDENT CITIES FINANCE AUTHORITY
Board of Directors Meeting, October 15, 2019
Page 3
by Ricardo Pacheco, and unanimously carried by the following
roll call vote to approve the Second Amendment To
Administrative Services Agreement between ICFA and Smith,
Alvarez & Castillo for a five year term:
AYES: Sylvia Ballin (San Fernando) , Leticia Lopez
(Vernon) , Ricardo Pacheco (Baldwin Park) , Marilyn
Sanabria (Huntington Park) , Marisela Santana
(Lynwood)
NOES : None
ABSTAIN: None
ABSENT: City of Compton, City of South Gate
E. APPROVAL/ADOPTION OF A BUDGET FOR THE 2019-2020 FY.
Staff referred those present to the proposed budget contained
in the agenda packet noting that it represents the best
estimates of staff regarding future financings, and noted
that a balanced budget is being presented for
approval/adoption.
President Ballin asked if there were any questions or
comments . There were none.
It was moved by Sylvia Ballin, seconded by Marisela Santana,
and unanimously carried by the following roll call vote to
approve/adopt the budget for the 2019-2020 FY:
AYES: Sylvia Ballin (San Fernando) , Leticia Lopez
(Vernon) , Ricardo Pacheco (Baldwin Park) , Marilyn
Sanabria (Huntington Park) , Marisela Santana
(Lynwood)
NOES: None
ABSTAIN: None
ABSENT : City of Compton, City of South Gate
F. APPROVAL OF FINANCIAL ACCOUNTING FOR THE PERIOD MARCH 1, 2019
TO AUGUST 31, 2019.
Staff provided a report on the accounting for the period
noted.
11
INDEPENDENT CITIES FINANCE AUTHORITY
Board of Directors Meeting, October 15, 2019
Page 4
President Ballin asked if there were any questions or
comments . There were none .
It was moved by Sylvia Ballin, seconded by Marilyn Sanabria,
and unanimously carried by the following roll call vote to
approve the financial accounting for the period March 1,
2019 to August 31, 2019:
AYES : Sylvia Ballin (San Fernando) , Leticia Lopez
(Vernon) , Ricardo Pacheco (Baldwin Park) , Marilyn
Sanabria (Huntington Park) , Marisela Santana
(Lynwood)
NOES : None
ABSTAIN: None
ABSENT: City of Compton, City of South Gate
VI. COMMENTS FROM BOARD MEMBERS.
President Ballin thanked everyone for their participation in the
meeting.
VII . MATTERS FROM STAFF.
Staff thanked Board Members for their support.
VIII. ADJOURNMENT.
There being no further business to be discussed, the meeting was
adjourned at 12 : 15 p.m.
Respectfully submitted,
/s/
Deborah J. Smith
Executive Director
12
RESOLUTION NO. 2019-4
A RESOLUTION OF THE BOARD OF DIRECTORS/EXECUTIVE COMMITTEE
OF THE INDEPENDENT CITIES FINANCE AUTHORITY AUTHORIZING THE
EXECUTION OF THE FIRST AMENDMENT TO LOAN AGREEMENT, FIRST
AMENDMENTS TO LEASES AND AUTHORIZING CERTAIN OTHER
ACTIONS RELATED TO THE INDEPENDENT CITIES FINANCE AUTHORITY
CHARTER SCHOOL REVENUE BONDS (ALLIANCE BROADWAY SCHOOL
PROJECT) SERIES 2011 (TAXABLE QUALIFIED SCHOOL CONSTRUCTION
BONDS—DIRECT SUBSIDY).
WHEREAS, the Independent Cities Finance Authority, a joint powers authority duly
organized and existing under the laws of the State of California (the "Authority"), is authorized to
issue bonds pursuant to Chapter 5 of Division 7 of the Government Code of the State of California(the
"Act") for any purpose for which it was created and to enter into a loan agreement with, or deliver or
cause to be executed and delivered certificates of participation in a lease or installment sale agreement
with, any public or private entity including, to finance or refinance the construction, expansion,
remodeling, renovation, furnishing, equipping and acquisition of charter school facilities (including by
reimbursing expenditures made or refinancing indebtedness incurred for such purposes) within the
jurisdiction of the Authority; and
WHEREAS, the Authority has previously issued its $9,844,675 Charter School Revenue
Bonds (Alliance Broadway School Project) Series 2011A (Taxable Qualified School Construction
Bonds - Direct Subsidy) (the "Senior Bonds") and its $5,168,000 Subordinate Charter School
Revenue Bonds (Alliance Broadway School Project) Series 2011B (Taxable Qualified School
Construction Bonds -Direct Subsidy) (the "Subordinate Bonds" and together with the Senior Bonds,
the "Series 2011Bonds") pursuant to and secured by the Trust Indenture dated November 1, 2011
between the Authority and the Zions Bancorporation, National Association, as trustee (the "Trustee")
thereunder, as amended by a First Supplemental Trust Indenture dated as of November 1, 2018
between the Authority and the Trustee (collectively, the"Trust Indenture"); and
WHEREAS, the Series 2011 Bonds were issued by the Authority and loaned to 1918
Broadway Charter Financing LLC (the "Borrower"), a limited liability company organized for
nonprofit purposes under the laws of the State, pursuant to a Loan Agreement dated as of November
1, 2011 between the Authority and Borrower (the "Loan Agreement") for the public purpose of
facilitating the financing of the costs of acquiring, constructing, improving and furnishing charter
school facilities and the related site located at 211 S. Avenue 20, Los Angeles, California(the"Series
2011 Facilities") for lease to Alliance Susan and Eric Smidt Technology High School and Alliance
College-Ready Middle Academy No. 5, respectively (each a "Lessee" and collectively, the
"Lessees") pursuant to two separate Amended and Restated Lease Agreements between the
Borrower, as lessor and each Lessee, each dated as of November 28, 2018 (collectively, the
"Leases"); and
WHEREAS, in the Borrower and Lessees have requested the Authority amend the Loan
Agreement for the purpose of facilitating the merger of the Lessees into a single California nonprofit
public benefit corporation to be known as Alliance College-Ready Public Schools to enable the
Lessees to comply with changes in California law, and which merger and change in law are to be
effective on January 1, 2020; and
13
WHEREAS, and amendment to Loan Agreement requires the consent of at least 66 2/3% of
the Registered Owners of the Series 2011 Bonds (the "Consent") and satisfaction of the conditions in
Sections 10.07 and 10.07 of the Trust Indenture; and
WHEREAS, the Borrower and Lessees have also requested the Authority consent to an
amendment to each of the Leases (the "First Amendments to Leases")between the Borrower and each
of the Lessees, to amend the Leases for the same purposes as the amendment to the Loan Agreement;
and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings
assigned to them in the Trust Indenture.
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE
BOARD OF DIRECTORS/EXECUTIVE COMMITTEE OF THE INDEPENDENT CITIES
FINANCE AUTHORITY AS FOLLOWS:
SECTION 1. Recitals. The above recitals, and each of them, are true and correct.
SECTION 2. Amendments. The First Amendment to Loan Agreement (the "First
Amendment to Loan Agreement")between the Authority and the Borrower and the First Amendments
to Leases (together with the First Amendment to the Loan Agreement, the "Amendments"), the forms
of which have been presented at this meeting, are hereby approved and the President, Vice President,
"Authorized Officer"), each actingalone, are hereby
Director or their designees (each an
Executiveg
authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the
Amendments in substantially the form hereby approved together with such additions or changes as
such officer executing the same, upon consultation with the Authority Counsel or Bond Counsel, may
approve, such approval to be conclusively evidenced by the execution and delivery thereof by the
Authority. Such execution shall be conditional on receipt from Borrower of evidence of Consent and
satisfaction of the conditions for such execution in the Trust Indenture.
SECTION 3. Designation of Professionals. The law firm of Gilmore & Bell, P.C. is hereby
designated as bond counsel to the Authority with respect to the execution and agreement of the
Amendments.
SECTION 4. Other Acts. The President, Vice President, members of the Board of
Directors/Executive Committee, Executive Director, Secretary, Treasurer, Authority Counsel, and all
other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of
the Authority, to do any and all things and take any and all actions, including without limitation,
execution and delivery of any and all assignments, certificates, requisitions, agreements, notices,
consents, instruments of conveyance, warrants and other documents which they, or any of them, may
deem necessary or advisable in order to consummate the transactions as described herein in connection
with the execution of the Amendments or to otherwise effectuate the purposes of this Resolution.
2
4816-2545-3485,v. 3
14
SECTION 5. Ratification of Prior Acts. All actions previously taken (not inconsistent with
the provisions of this resolution)by the Authority and by the officers of the Authority directed toward
the Series 2011 Bonds and the Amendments are hereby ratified and approved.
SECTION 6. Severability. If any provisions of this Resolution should be held invalid, the
invalidity of such provision shall not affect the validity of any of the other provisions of this
resolution.
SECTION 7. Effective Date. All resolutions of the Authority or parts thereof, inconsistent
herewith, are hereby repealed to the extent only of such inconsistency. This Resolution shall take
effect immediately upon adoption.
3
4816-2545-3485,v.3
15
PASSED, APPROVED, AND ADOPTED BY THE INDEPENDENT CITIES FINANCE
AUTHORITY THIS 4TH DAY OF DECEMBER, 2019.
President
Executive Director
(Signature Page to Bond Resolution—Alliance Broadway Schools)
S-1
16
I, Deborah Smith, Executive Director of the Independent Cities Finance Authority, do hereby
certify that the foregoing Resolution was duly adopted by the Board of Directors/Executive
Committee of said Authority at the meeting of the Board of Directors/Executive Committee of said
Authority held on the 4th day of December, 2019, and that the same was passed and adopted by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Deborah Smith,
Executive Director of the Independent Cities
Finance Authority
S-2
17
FIRST AMENDMENT TO
LOAN AGREEMENT
by and between
INDEPENDENT CITIES FINANCE AUTHORITY,
as Issuer
and
1918 BROADWAY CHARTER FINANCING LLC
as Borrower
Dated as of December 1, 2019
(AMENDING THE LOAN AGREEMENT DATED AS OF NOVEMBER 1, 2011)
Relating to:
$9,844,675
Independent Cities Finance Authority
Charter School Revenue Bonds
(Alliance Broadway School Project)
Series 2011A
(Taxable Qualified School Construction Bonds-Direct Subsidy)
and
$5,168,000
Independent Cities Finance Authority
Subordinate Charter School Revenue Bonds
(Alliance Broadway School Project)
Series 2011 B
(Taxable Qualified School Construction Bonds- Direct Subsidy)
18
THIS FIRST AMENDMENT TO LOAN AGREEMENT dated as of December 1,
2019 (this "First Amendment") is between the INDEPENDENT CITIES FINANCE
AUTHORITY (the "Authority"), a public instrumentality of the State of California, and 1918
BROADWAY CHARTER FINANCING LLC (the "Borrower" or "Lessor"), a California
limited liability company, and amends that certain Loan Agreement between the Authority and
the Borrower dated as of November 1, 2011 (the"Original Loan Agreement").
WITNESSETH:
WHEREAS, the Authority is authorized pursuant to Chapter 5 of Division 7 of
the Government Code of the State of California (the "Act") to issue bonds that are in the public
interest for the purpose of making a loan to a public or private entity for use by such entity to
finance the acquisition, construction or rehabilitation of buildings, structures, property and
equipment owned, or to be acquired by, a charter school for any of its educational purposes and
that benefits the Authority's members or associate members;
WHEREAS, the Borrower is a limited liability company organized for nonprofit
purposes under the laws of the State and requested that the Authority issue its bonds and loan the
proceeds thereof to the Borrower to (i) facilitate the financing of the costs of acquiring,
constructing, improving and furnishing charter school facilities and the related site located at 211
S. Avenue 20, Los Angeles, California (the "Series 2011 Facilities") for lease to the Lessees (as
hereinafter defined), (ii) pay capitalized interest during construction, and (iii) pay certain
issuance expenses(collectively,the"Series 2011 Project"); and
WHEREAS, in order to finance the cost of the Series 2011 Project, the Authority
issued its $9,844,675 Charter School Revenue Bonds (Alliance Broadway School Project) Series
2011A (Taxable Qualified School Construction Bonds — Direct Subsidy) (the "Senior Bonds")
and its $5,168,000 Subordinate Charter School Revenue Bonds (Alliance Broadway School
Project) Series 2011B (Taxable Qualified School Construction Bonds - Direct Subsidy) (the
"Subordinate Bonds" and together with the Senior Bonds, the "Series 2011 Bonds") pursuant to
and secured by the Trust Indenture, dated as of November 1, 2011, (as amended or
supplemented, the "Indenture"). between the Authority and Zions Bancorporation, National
Association flea Zions First National Bank, as trustee(the"Trustee"); and
WHEREAS, the Borrower lent the proceeds of the Series 2011 Bonds received
from the Authority to Alliance Broadway Investment Fund,LLC (the"Investment Fund"); and
WHEREAS, the Investment Fund used the proceeds received from the Borrower,
in addition to other funds, to make one or more equity investments in GLA Sub-CDE XI, LLC,
New Markets Investment 65,LLC and LIIF Sub-CDE XV,LLC (collectively, the"CDEs");and
WHEREAS,the CDEs used the proceeds of the equity investment to make one or
more loans (the "Project Loan") to 1918 Broadway Charter Facilities LLC, a California limited
1184200.4 First Amendment to Loan Agreement(ACRMA5/Smidt) 2 19
liability company (the "Lessor"), to finance the acquisition and construction of the Series 2011
Facilities; and
WHEREAS, under Lease Agreements dated as of November 9, 2011 (the
"Leases"), the Lessor, as owner of the Series 2011 Facilities, leased the Series 2011 Facilities to
Alliance Susan and Eric Smidt Technology High School fka Alliance College-Ready Academy
High School No. 14, a California non-profit public benefit corporation and Alliance College-
Ready Middle Academy No. 5, a California non-profit public benefit corporation (collectively,
the "Lessees"), each a California nonprofit public benefit corporation authorized to do business
as a charter school in the State pursuant to Title 2, Division 4, Part 26.8 of the California
Education Code, Charter Schools Act of 1992, as amended(the"Charter School Law"); and
WHEREAS, under the Guaranty, the Lessees agreed to guaranty certain
obligations of the Borrower hereunder; and
WHEREAS, the Leases were amended and restated pursuant to the Amended and
Restated Lease Agreements dated as of November 28, 2018, by and between the Lessor and the
Lessees; and
WHEREAS, the Guaranty was amended and restated pursuant to the Amended
and Restated Guaranty Agreement dated as of November 28, 2018, by the Lessees and Alliance
for College-Ready Public Schools, a California nonprofit public benefit corporation ("Alliance"
and collectively with the Lessees, each referred to herein as a"Guarantor" and collectively as the
"Guarantors") in favor of the Trustee; and
WHEREAS, pursuant to Sections 10.7 and 10.8 of the Indenture, with the
consent of the Registered Owners of not less than 66 2/3% in aggregate principal amount of the
Bonds, the Authority and the Trustee may consent to any supplemental amendment or change to
the Original Loan Agreement, with (a) delivery of an opinion of Bond Counsel acceptable to the
Trustee and the Authority and addressed to same to the effect that such supplemental amendment
or change to the Original Loan Agreement (i) has been validly authorized and duly executed by
the Authority and is enforceable against the Authority in accordance with its terms, (ii) will not
adversely affect the qualification of the Bonds as obligations which may be issued pursuant to
the WA Agreement and the Act, (iii) will not adversely affect the exclusion from gross income
of interest on the Tax-Exempt Bonds for federal income tax purposes or the status of any
Outstanding Bonds as Qualified School Construction Bonds, as applicable and (iv) is permitted
pursuant to the terms of the Indenture, and (b) delivery of an opinion of counsel to the Borrower
acceptable to the Trustee and the Authority and addressed to the same to the effect that such
supplemental amendment or change to the Agreement has been validly authorized and duly
executed by the Borrower and is enforceable against the Borrower in accordance with its terms;
WHEREAS,the Authority and the Borrower, upon request of the Borrower,have
determined to amend the Original Loan Agreement pursuant to this First Amendment, and the
written consent of the Trustee and the Registered Owners of all of the Bonds has been obtained;
and
1184200.4 First Amendment to Loan Agreement(ACRMAS/Smidt) 3 20
WHEREAS, capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed to them in the Indenture or the Original Loan Agreement,
as applicable;
NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS AND
PREMISES HEREIN CONTAINED, the Authority and the Borrower agree as follows:
Section 1. Article I of the Original Loan Agreement is hereby amended to add
the following defined term, which shall be deemed to appear in alphabetical order within said
Article I:
"Schools" means, collectively, the public charter school operated by Alliance
College-Ready Middle Academy No. 5, a California nonprofit public benefit corporation,
known as Alliance College-Ready Middle Academy No. 5 and the public charter school
operated by Alliance Susan and Eric Smidt Technology High School, a California
nonprofit public benefit corporation, known as Alliance Susan and Eric Smidt
Technology High School, or such other public charter school as Alliance College-Ready
Middle Academy No. 5,Alliance Susan and Eric Smidt Technology High School, or their
successors may operate at the Series 2011 Facilities."
Section 2. The definition of "Lease Coverage Ratio" in Article 1 of the
Original Loan Agreement is hereby amended by substituting "School" for "Lessee" and
substituting"Schools"for"Lessees."
Section 3. Sections 2.2(u), 6.3(b)(iv), 8.12, 8.13, 8.16, 8.17, and 10.01(n) of
the Original Loan Agreement are hereby amended by substituting "School" for "Lessee" and
substituting"Schools"for"Lessees"in each place where"Lessee"or"Lessees"is used.
Section 4. Except as amended hereby, the Original Loan Agreement is hereby
ratified and confirmed. It is expressly the intent of the parties hereto that this First Amendment
is executed, dated and entered into as of December 1, 2019, provided, however, that the
conditions precedent to effectiveness of an amendment of the Original Loan Agreement set forth
in Sections 10.07 and 10.08 of the Original Indenture shall have been satisfied, including consent
of the Registered Owners of not less than 66 2/3 % in aggregate principal amount of the Bonds.
Section 5. This First Amendment may be executed in any number of
counterparts and each such counterpart shall for all purposes be deemed to be an original; and all
such counterparts shall together constitute but one and the same instrument.
Section 6. Pursuant to Section 5.1 of the Original Loan Agreement, Borrower
shall pay, or shall cause the Lessees to pay, any reasonable fees and expenses of the Trustee and
Authority (including reasonable fees and expenses of their respective attorneys, if any) incurred
in connection with this First Amendment.
1184200 4 First Amendment to Loan Agreement(ACRMA5/Smidt) 4 21
IN WITNESS WHEREOF, the Independent Cities Finance Authority has caused
this First Amendment to Loan Agreement to be signed in its name by its duly authorized officers,
and 1918 Broadway Charter Financing LLC has caused this First Amendment to Loan
Agreement to be signed by one of the duly authorized officers of its sole member, all as of the
day and year first above written.
INDEPENDENT CITIES FINANCE AUTHORITY
By
President
By
Executive Director
1918 BROADWAY CHARTER FINANCING LLC
By Alliance for College-Ready Public Schools,its
sole member
By
Authorized Officer
First Amendment to Loan Agreement(ACRMA5/Smidt) S-5
22
CONSENT OF TRUSTEE
Zions Bancorporation, National Association, fka Zions First National Bank (the
"Trustee"), as Trustee under the Trust Indenture dated as of November 1, 2011, between the
Independent Cities Finance Authority and the Trustee relating to $9,844,675 Independent Cities
Finance Authority Charter School Revenue Bonds (Alliance Broadway School Project), Series
2011A (Taxable Qualified School Construction Bonds - Direct Subsidy) and $5,168,000
Independent Cities Finance Authority Subordinate Charter School Revenue Bonds (Alliance
Broadway School Project), Series 2011B (Taxable Qualified School Construction Bonds-Direct
Subsidy), consents to the foregoing First Amendment to Loan Agreement.
ZIONS BANCORPORATION,NATIONAL
ASSOCIATION
By
Authorized Officer
First Amendment to Loan Agreement(ACRMA5/Smidt) 23
FIRST AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT
by and between
1918 BROADWAY CHARTER FACILITIES LLC,
as Lessor
and
ALLIANCE COLLEGE-READY MIDDLE ACADEMY NO. 5
as Lessee
Dated as of December 1, 2019
(AMENDING THE AMENDED AND RESTATED LEASE AGREEMENT DATED AS OF
NOVEMBER 28, 2018)
24
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE
AGREEMENT dated as of December 1, 2019 (this "First Amendment") is between 1918
BROADWAY CHARTER FACILITIES LLC (the"Borrower"or"Lessor"), a California limited
liability company, and ALLIANCE COLLEGE-READY MIDDLE ACADEMY NO. 5
("Lessee"), a California nonprofit public benefit corporation, and amends that certain Amended
and Restated Lease Agreement between the Lessor and the Lessee dated as of November 28,
2018 (the"A&R Lease Agreement");
WITNES SETH:
WHEREAS, the Independent Cities Financing Authority (the "Authority") is
authorized pursuant to Chapter 5 of Division 7 of the Government Code of the State of California
(the "Act") to issue bonds that are in the public interest for the purpose of making a loan to a
public or private entity for use by such entity to finance the acquisition, construction or
rehabilitation of buildings, structures, property and equipment owned, or to be acquired by, a
charter school for any of its educational purposes and that benefits the Authority's members or
associate members;
WHEREAS, 1918 Broadway Charter Financing LLC (the `Borrower") is a
limited liability company organized for nonprofit purposes under the laws of the State and
requested that the Authority issue its bonds and loan the proceeds thereof to the Borrower to (i)
facilitate the financing of the costs of acquiring, constructing, improving and furnishing charter
school facilities and the related site located at 211 S. Avenue 20, Los Angeles, California (the
"Series 2011 Facilities") for lease to the Lessees (as hereinafter defined), (ii) pay capitalized
interest during construction, and (iii) pay certain issuance expenses (collectively, the "Series
2011 Project"); and
WHEREAS, in order to finance the cost of the Series 2011 Project, the Authority
issued its $9,844,675 Charter School Revenue Bonds(Alliance Broadway School Project) Series
201IA (Taxable Qualified School Construction Bonds — Direct Subsidy) (the "Senior Bonds")
and its $5,168,000 Subordinate Charter School Revenue Bonds (Alliance Broadway School
Project) Series 2011E (Taxable Qualified School Construction Bonds Direct Subsidy) (the
"Subordinate Bonds" and together with the Senior Bonds, the "Series 2011 Bonds") pursuant to
and secured by the Trust Indenture, dated as of November 1, 2011, (as amended or
supplemented, the "Indenture"). between the Authority and Zions Bancorporation, National
Association fka Zions First National Bank,as trustee(the"Trustee"); and
WHEREAS, the Borrower lent the proceeds of the Series 2011 Bonds received
from the Authority to Alliance Broadway Investment Fund,LLC (the"Investment Fund"); and
WHEREAS, the Investment Fund used the proceeds received from the Borrower,
in addition to other funds, to make one or more equity investments in GLA Sub-CDE XI, LLC,
New Markets Investment 65, LLC and LIIF Sub-CDE XV,LLC (collectively,the"CDEs");and
WHEREAS,the CDEs used the proceeds of the equity investment to make one or
more loans (the "Project Loan") to 1918 Broadway Charter Facilities LLC, a California limited
liability company (the "Lessor"), to finance the acquisition and construction of the Series 2011
Facilities;and ^
1184334.3 First Amendment to A&R Lease Agreement(ACRMA5) 1 2 5
WHEREAS, under a Lease Agreement dated as of November 9, 2011 (the
"Lease"), the Lessor, as owner of the Series 2011 Facilities, leased a portion of the Series 2011
Facilities to Lessee,a California nonprofit public benefit corporation authorized to do business as
a charter school in the State pursuant to Title 2,Division 4, Part 26.8 of the California Education
Code, Charter Schools Act of 1992,as amended(the"Charter School Law"); and
WHEREAS, the Lease was amended and restated pursuant to the A&R Lease
Agreement; and
WHEREAS, under the Mortgage, the Lessor and the Lessee may not amend the
A&R Lease Agreement without the prior written consent of the Authority and the Trustee; and
WHEREAS, the Lessor and the Lessee, upon request of the Lessee, have
determined to amend the A&R Lease pursuant to this First Amendment; and
WHEREAS, capitalized terms used herein and not otherwise defined herein shall
have the respectivemeanings meanin s ascribed to them in the Indenture or the A&R Lease Agreement,
as
applicable;
NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS AND
PREMISES HEREIN CONTAINED,the Lessor and the Lessee agree as follows:
Section 1. Section 1.1 of the A&R Lease Agreement is hereby amended to read
as follows:
1.1 Parties. This Amended and Restated Lease Agreement ("Lease"), dated
and effective as of November 28, 2018, is made by and between 1918 Broadway
Charter Facilities LLC, a California limited liability company ("Lessor") and Alliance
College-Ready Middle Academy No. 5, a California non-profit public benefit
corporation (the "Lessee," and together with Lessor, collectively the "Parties," or
individually a "Party") and amends and restates the Lease Agreement between the
Parties dated as of November 9, 2011 (the "Prior Lease"). As used herein, "School"
shall mean the public charter school operated by Lessee known as Alliance College-
Ready Middle Academy No. 5, or such other public charter school as Lessee or its
successor may operate at the Premises. This Lease is for the use and occupancy of the
Premises by the School.
Section 2. Section 3 of the A&R Lease Agreement is hereby amended by
inserting the following Section 3.8 immediately after Section 3.7:
3.8 Limitation of Recourse. Lessee's obligation to pay the Rent shall be a
special obligation limited solely to, and not in excess of, the "Gross Revenues of the
School," as defined below, and under no circumstances shall the Lessee be required to
advance any moneys derived from any source of income other than, or pay Rent which is
in excess of, the Gross Revenues of the School, nor shall any other funds or property of
the Lessee or its successors be liable for the payment of the Rent. Nothing contained in
this Section 3.8 shall be construed to release the Lessee from the performance of any of
the agreements on its part herein contained, and in the event the Lessee shall fail to
1184334.3 First Amendment to A&R Lease Agreement(ACRMA5) 2 26
perform any such agreements on its part, the Lessor may institute such action against the
Lessee as the Lessor may deem necessary to compel performance so long as such action
does not abrogate the limitation of recourse against Lessee set forth in this Section 3.8.
The Lessee may, however, at the Lessee's own cost and expense and in the Lessee's own
name or in the name of the Lessor prosecute or defend any action or proceeding or take
any other action involving third persons which the Lessee deems reasonably necessary in
order to secure or protect the Lessee's right of possession, occupancy and use hereunder,
and in such event the Lessor hereby agrees to cooperate fully with the Lessee and to take
such action necessary to effect the substitution of the Lessee for the Lessor in such action
or proceeding if the Lessee shall so request. As used herein, "Gross Revenues of the
School" means all income and revenues directly or indirectly derived by the Lessee's
operation of the School, including without limitation per pupil revenues and other
funding received from the State of California or by virtue of the charter granted to Lessee
for the School and all gifts, grants, bequests and contributions (including income and
profits therefrom) specifically restricted by the donor or maker thereof to the School or
the Premises, to the extent not specifically restricted by the donor or maker thereof to a
particular purpose inconsistent with their use for the payments required under the Loan
Agreement, provided, however, that Gross Revenues of the School shall exclude any
funds, assets, revenues, gifts, grants, bequests and contributions (including income and
profits therefrom) specifically restricted by the donor or maker thereof or restricted by
law to a particular purpose inconsistent with their use for the payments required under
this Lease. Gross Revenues of the School also includes net insurance or condemnation
proceeds received or payable to the Lessee on account of damage or destruction of the
Premises or other loss incurred by Lessee with respect to its operation of the School or
the Premises.
Section 3. Sections 27.1 of the A&R Lease Agreement is hereby amended to
read as follows.
21.1 Covenants. Lessee covenants and agrees:
(a) School's Charters. To take all reasonable actions to maintain the
School's charter from the School's charter authorizing authority and to take or cause to
be taken any and all actions required to renew or extend the term of the School's charter.
As soon as practicable, the Lessee covenants to provide the Lessor with a copy of any
notice received with regards to intent of the School's charter authorizing authority to
renew or extend the term of any such charter or any notice of any issues which if not
corrected or resolved could lead to termination or nonrenewal of any such charter. If
such charter is terminated or not renewed, Lessee shall use its best efforts, and shall
cooperate with Lessor, to substitute another school operated by Lessee that maintains a
charter with a charter authorizing authority or to assign this Lease to an entity that
maintains a charter with a charter authorizing authority.
(b) Limitation on Disposition of Property, Plant and Equipment. Without
the consent of the Lender, not to dispose or transfer any property, plant and equipment
consisting of all or any part of the Premises,except for disposition or transfers:
11843343 First Amendment to A&R Lease Agreement(ACRMA5) 3
(i) of property, plant and equipment no longer necessary for the
operation of the Premises; or
(ii) of property, plant and equipment replaced by property, plant and
equipment of similar type and/or of substantially equivalent function with a
substantially equivalent value.
(c) No Payment of Lessee's General Operating Expenses During Payment
Default. Without the consent of the Lender, not to use any revenue received by the
School for the payment of management fees, whether payable to Alliance for College-
Ready Schools or otherwise, for operating the School or of Lessee's general operating
expenses (i.e., expenses not specifically related to the operation of the School) upon the
occurrence and during the continuation of any Default by Lessee hereunder or if payment
of such fees or expenses would cause a Default hereunder.
(d) Audits. Lessee agrees that it will have its books and records audited
annually, commencing with its fiscal year ending June 30, 2012, in accordance with
California state law as soon as practicable but no later than 180 days, after the close of
each fiscal year, and shall furnish to Lessor within 180 days after the end of each fiscal
year, a copy (which may be sent electronically) of the audit report. Lessee will notify
Lessor in writing of a change in its accountant stating the reasons for such change.
(e) Maintenance of Books and Accounts. Lessee agrees that it will maintain
and make available to Lessor and Lenders proper books of records and accounts of all of
its operations with full, true and correct entries of all of its dealings substantially in
accordance with practices generally used for public school accounting and such other
data and information as may reasonably be requested by Lessor or Lenders from time to
time.
(f) Licenses and Qualifications. Lessee will do, or cause to be done, all
things necessary to obtain, renew and secure all permits, licenses and other governmental
approvals and to comply, or cause its lessees to comply, with such permits, licenses and
other governmental approvals necessary for operation of the Premises as a charter school.
(g) Right to Inspect. Following reasonable notice to the Lessee, at any and all
reasonable times during business hours, Lessor, Lenders, and their duly authorized
agents, attorneys, experts, engineers, accountants and representatives, shall have the right
fully to inspect the Premises, including all books and records of the Lessee (excluding
records the confidentiality of which may be protected by law), and to make such copies
and memoranda from and with regard thereto as may be desired; provided, however, that
they shall maintain these books and records in confidence unless required by applicable
law to do otherwise and it is necessary to distribute the information to some other third
party under applicable law.
(h) Limitation on Indebtedness. Lessee shall not permit the School to incur,
assume, guarantee or otherwise become liable for any long-term indebtedness without the
1184334.3 First Amendment to A&R Lease Agreement(ACRMA5) 4 28
prior written consent of Lessor and,for so long as the Loan Agreement is outstanding, the
Lenders.
(i) School Lease Coverage Ratio: Lessee shall cause the School to maintain,
at all times prior to repayment of the Loans, a Lease Coverage Ratio equal to not less
than 1.20 to 1.00, tested annually on the last day of each fiscal year commencing as of
June 30, 2012 (the end of the 2011-12 fiscal year), based on a certification from Lessee
and such supporting documentation and financial statements as shall be provided
pursuant to this Agreement or otherwise reasonably requested by Lenders.
For purposes hereof, "Lease Coverage Ratio" shall be calculated by dividing, for
the School (i) Earnings Before Interest, Taxes, Depreciation, Amortization and Rent
("EBITDAR") plus management fees due to the Guarantor or any affiliate thereof for
such fiscal year, by (ii) the sum of interest expense for the current period, lease
obligations for the current period, and that portion of long-term debt that must be paid
within the next year.
(j) Acquisition of Property. Notwithstanding the Commencement Date,
Lessee agrees that it will acquire all furniture, fixtures, equipment and technology
necessary for the operation of the school to be operated by Lessee at the Premises (the
"School") in the manner intended by the Guarantor.
(k) Operations of School. Lessee shall cause the School to meet the
following criteria:
(i) Achieve a rating of 2, or comparable rating, in all categories under
the LAUSD Annual Performance-Based Oversight Visit Report, or subsequent
LAUSD performance evaluations;and
(ii) meet its annual budgeted student enrollment targets.
If the two targets are not met, the principal of the School shall follow the steps
outlined in the charter agreement with the Authorizer or other process developed by
Alliance for College Ready Public Schools ("Alliance Parent") or the recommendations
as specified in the Annual Performance-Based Oversight Visit Report to develop a plan
for meeting the above criteria. If the results do not improve within twelve months,
Alliance Parent shall review the curriculum and operations of the School and provide the
results of such review to the Authorizer. Alliance Parent and the School shall take all
actions required by the Authorizer. Alliance Parent and the School will provide Lender
with the results of such review and all requirements of the Authorizer from such review
process. If the School receives a rating of 2, or comparable rating, in any category under
the LAUSD Annual Performance-Based Oversight Visit Report, or subsequent LAUSD
performance evaluations, Alliance Parent and the School will provide Lender with a plan
to meet the criteria for a rating of 3 or higher,or comparable rating.
1184334.3 First Amendment to A&R Lease Agreement(ACRMA5) 5 29
Section 4. Sections 27.2 (a) through (d) of the A&R Lease Agreement are
hereby amended to read as follows:
27.2 Reporting. Lessee agrees to provide the Lessor and the Lenders.. the
following information:
(a) Operating Statements and Student Enrollment. As soon as available but in
any event within forty-five (45) days after the end of each fiscal quarter of Lessee: (i)
unaudited, internally-prepared financial statements, including a balance sheet and
statement of profit and loss, for Lessee, which shall reflect revenues and expenses in
comparative form with the operating budget, (ii) after the Commencement Date, an
enrollment report for the School, including the current number of students enrolled, the
number of students on the waiting list, attendance percentages, and the total percentage of
students qualifying for the Free and Reduced Lunch Program, (iii) such other financial
information as Administrative Agent and Lenders shall reasonably require, and (iv)
changes, if any, to the senior management, Board of Directors or organizational structure
of the Lessee. All such statements and reports must be reasonably satisfactory in form
and substance to Administrative Agent and Lenders and shall be certified by the manager
of Lessee to be true and complete as of the date so delivered.
(b) Annual Financial Statements. As soon as available, but in any event within
one hundred eighty (180) days after the end of each fiscal year, (i) annual financial
statements, including a balance sheet, statement of cash flow and statement of profit and
loss, prepared in accordance with GAAP, in a form satisfactory to Lenders in all respects
and prepared by an independent certified public accountant acceptable to Lenders, and
(ii) confirmation that the School's charter is in full force and effect and (if applicable)
renewal status certified by the chief financial officer.
(c) Certifications of Chief Financial Officer. Simultaneously with providing
the annual financial statements required in Section 27.2(b) above, certification by the
Chief Financial Officer of Lessee, of the following:
(i) A review of the activities of Lessee during such fiscal year and of
performance hereunder(as been made under his/her supervision;
(ii) He/she is familiar with provisions of this Lease Agreement and to
the best of his/her knowledge, based on such review and familiarity, Lessee has
fulfilled all of its obligations thereunder throughout the fiscal year, and there have
been no defaults and the applicable agreement, or if there has been a default in the
fulfillment of any obligation in such fiscal year specifying each such default
known to him/her and the nature and status thereof and the actions taken or being
taken to correct such default; and
(iii) Confirmation of compliance with all financial covenants.
1184334.3 First Amendment to A&R Lease Agreement(ACRMA5) 6
(d) Annual Operating Budgets. On or before the start of its fiscal year, the
annual operating budget of the School for the next fiscal year, as approved by the Board
of Directors, and a copy of subsequent revisions, if any,to the annual operating budget of
the School within two weeks of adoption by the Board of Directors.
Section 5. Lessor consents to the merger effective as of January 1, 2020, of
Alliance for College-Ready Public Schools, a California non-profit public benefit corporation
("Alliance"),with Lessee and the other affiliates of Alliance that operate public charter schools.
Section 6. Except as amended hereby, the A&R Lease Agreement is hereby
ratified and confirmed. It is expressly the intent of the parties hereto that this First Amendment
is executed. dated and entered into as of December 1, 2019.
Section 7. This First Amendment may be executed in any number of
counterparts and each such counterpart shall for all purposes be deemed to be an original; and all
such counterparts shall together constitute but one and the same instrument.
1184334.3 First Amendment to A&R Lease Agreement(ACRMA5) 7 31
IN WITNESS WHEREOF, 1918 Broadway Charter Facilities LLC has caused
this First Amendment to Amended and Restated Lease Agreement to be signed by one of the
duly authorized officers of its sole member, and Alliance College-Ready Middle Academy No. 5
has caused this First Amendment to Amended and Restated Lease Agreement to be signed in its
name by one of its duly authorized officers, all as of the day and year first above written.
1918 BROADWAY CHARTER FACILITIES LLC
By Alliance for College-Ready Public Schools
Facilities Corporation, its sole member
By
Authorized Officer
ALLIANCE COLLEGE-READY MIDDLE
ACADEMY NO. 5
By
Authorized Officer
First Amendment to A&R Lease Agreement(ACRMA5) S-1
32
CONSENT OF AUTHORITY
The Independent Cities Finance Authority, as issuer of$9,844,675 Independent
Cities Finance Authority Charter School Revenue Bonds (Alliance Broadway School Project),
Series 2011A (Taxable Qualified School Construction Bonds - Direct Subsidy) and $5,168,000
Independent Cities Finance Authority Subordinate Charter School Revenue Bonds (Alliance
Broadway School Project), Series 2011B (Taxable Qualified School Construction Bonds - Direct
Subsidy), consents to the foregoing First Amendment to Amended and Restated Lease
Agreement and consents to the merger of Alliance for College-Ready Public Schools
("Alliance") with Alliance College-Ready Middle Academy No. 5 and the other affiliates of
Alliance that operate public charter schools.
INDEPENDENT CITIES FINANCE AUTHORITY
By
Executive Director
First Amendment to A&R Lease Agreement(ACRMA5) 33
CONSENT OF TRUSTEE
Zions Bancorporation, National Association, flea Zions First National Bank (the
IP
"Trustee"), as Trustee under the Trust Indenture dated as of November 1, 2011, between the
Independent Cities Finance Authority and the Trustee relating to $9,844,675 Independent Cities
Finance Authority Charter School Revenue Bonds (Alliance Broadway School Project), Series
2011A (Taxable Qualified School Construction Bonds - Direct Subsidy) and $5,168,000
Independent Cities Finance Authority Subordinate Charter School Revenue Bonds (Alliance
Broadway School Project), Series 2011B (Taxable Qualified School Construction Bonds - Direct
Subsidy), consents to the foregoing First Amendment to Amended and Restated Lease
Agreement, to the merger of Alliance for College-Ready Public Schools ("Alliance") with
Alliance College-Ready Middle Academy No. 5 and the other affiliates of Alliance that operate
public charter schools, and to the Authority's consent thereto.
ZIONS BANCORPORATION,NATIONAL
ASSOCIATION
By
Authorized Officer
First Amendment to A&R Lease Agreement(ACRMA5)
34
CONSENT OF 1918 BROADWAY CHARTER FINANCING LLC
1918 Broadway Charter Financing LLC, a California limited liability company, as
Lender under that certain Amended and Restated Credit Agreement dated as of November 28,
2018, by and among 1918 Broadway Charter Financing LLC, as Lender, and 1918 Broadway
Charter Facilities LLC, as Borrower, consents to the foregoing First Amendment to Amended
and Restated Lease Agreement and consents to the merger of Alliance for College-Ready Public
Schools ("Alliance") with Alliance College-Ready Middle Academy No. 5 and the other
public of Alliance that operate charter schools.
1918 BROADWAY CHARTER FINANCING LLC
By Alliance for College-Ready Public Schools,its
sole member
By
Authorized Officer
First Amendment to A&R Lease Agreement(ACRMA5) 35
FIRST AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT
by and between
1918 BROADWAY CHARTER FACILITIES LLC,
as Lessor
and
ALLIANCE SUSAN AND ERIC SMIDT TECHNOLOGY HIGH SCHOOL
as Lessee
Dated as of December 1, 2019
(AMENDING THE AMENDED AND RESTATED LEASE AGREEMENT DATED AS OF
NOVEMBER 28, 2018)
36
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE
AGREEMENT dated as of December 1, 2019 (this "First Amendment") is between 1918
BROADWAY CHARTER FACILITIES LLC (the"Borrower"or"Lessor"), a California limited
liability company, and ALLIANCE SUSAN AND ERIC SMIDT TECHNOLOGY HIGH
SCHOOL ("Lessee"), a California nonprofit public benefit corporation, and amends that certain
Amended and Restated Lease Agreement between the Lessor and the Lessee dated as of
November 28,2018 (the"A&R Lease Agreement");
WITNESSETH:
WHEREAS, the Independent Cities Financing Authority (the "Authority") is
authorized pursuant to Chapter 5 of Division 7 of the Government Code of the State of California
(the "Act") to issue bonds that are in the public interest for the purpose of making a loan to a
public or private entity for use by such entity to finance the acquisition, construction or
rehabilitation of buildings, structures, property and equipment owned, or to be acquired by, a
charter school for any of its educational purposes and that benefits the Authority's members or
associate members;
WHEREAS, 1918 Broadway Charter Financing LLC (the "Borrower") is a
limited liability company organized for nonprofit purposes under the laws of the State and
requested that the Authority issue its bonds and loan the proceeds thereof to the Borrower to (i)
facilitate the financing of the costs of acquiring, constructing, improving and furnishing charter
school facilities and the related site located at 211 S. Avenue 20, Los Angeles, California (the
"Series 2011 Facilities") for lease to the Lessees (as hereinafter defined), (ii) pay capitalized
interest during construction, and (iii) pay certain issuance expenses (collectively, the "Series
2011 Project"); and
WHEREAS, in order to finance the cost of the Series 2011 Project, the Authority
issued its $9,844,675 Charter School Revenue Bonds(Alliance Broadway School Project) Series
2011A (Taxable Qualified School Construction Bonds — Direct Subsidy) (the "Senior Bonds")
and its $5,168,000 Subordinate Charter School Revenue Bonds (Alliance Broadway School
Project) Series 2011B (Taxable Qualified School Construction Bonds " Direct Subsidy) (the
"Subordinate Bonds" and together with the Senior Bonds, the "Series 2011 Bonds") pursuant to
and secured by the Trust Indenture, dated as of November 1, 2011, (as amended or
supplemented, the "Indenture"). between the Authority and Zions Bancorporation, National
Association fka Zions First National Bank, as trustee(the"Trustee"); and
WHEREAS, the Borrower lent the proceeds of the Series 2011 Bonds received
from the Authority to Alliance Broadway Investment Fund,LLC (the"Investment Fund"); and
WHEREAS, the Investment Fund used the proceeds received from the Borrower,
in addition to other funds, to make one or more equity investments in GLA Sub-CDE XI, LLC,
New Markets Investment 65, LLC and LIIF Sub-CDE XV,LLC (collectively,the "CDEs"); and
WHEREAS,the CDEs used the proceeds of the equity investment to make one or
more loans (the "Project Loan") to 1918 Broadway Charter Facilities LLC, a California limited
liability company (the "Lessor"), to finance the acquisition and construction of the Series 2011
Facilities; and
1184324.3 First Amendment to A&R Lease Agreement(Smidt) 1
WHEREAS, under a Lease Agreement dated as of November 9, 2011 (the
"Lease"), the Lessor, as owner of the Series 2011 Facilities, leased a portion of the Series 2011
Facilities to Lessee, a California nonprofit public benefit corporation authorized to do business as
a charter school in the State pursuant to Title 2, Division 4, Part 26.8 of the California Education
Code, Charter Schools Act of 1992, as amended(the"Charter School Law");and
WHEREAS, the Lease was amended and restated pursuant to the A&R Lease
Agreement; and
WHEREAS, under the Mortgage, the Lessor and the Lessee may not amend the
A&R Lease Agreement without the prior written consent of the Authority and the Trustee; and
WHEREAS, the Lessor and the Lessee, upon request of the Lessee, have
determined to amend the A&R Lease pursuant to this First Amendment; and
WHEREAS, capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed to them in the Indenture or the A&R Lease Agreement, as
applicable;
NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS AND
PREMISES HEREIN CONTAINED,the Lessor and the Lessee agree as follows:
Section 1. Section 1.1 of the A&R Lease Agreement is hereby amended to read
as follows:
1.1 Parties. This Amended and Restated Lease Agreement ("Lease"), dated
and effective as of November 28, 2018, is made by and between 1918 Broadway Charter
Facilities LLC, a California limited liability company ("Lessor") and Alliance Susan and
Eric Smidt Technology High School, a California non-profit public benefit corporation
(the "Lessee," and together with Lessor, collectively the "Parties," or individually a
"Party") and amends and restates the Lease Agreement between the Parties dated as of
November 9, 2011 (the "Prior Lease"). As used herein, "School" shall mean the public
charter school operated by Lessee known as Alliance Susan and Eric Smidt Technology
High School, or such other public charter school as Lessee or its successor may operate at
the Premises. This Lease is for the use and occupancy of the Premises by the School.
Section 2. Section 3 of the A&R Lease Agreement is hereby amended by
inserting the following Section 3.8 immediately after Section 3.7:
3.8 Limitation of Recourse. Lessee's obligation to pay the Rent shall be a
special obligation limited solely to, and not in excess of, the "Gross Revenues of the
School," as defined below, and under no circumstances shall the Lessee be required to
advance any moneys derived from any source of income other than, or pay Rent which is
in excess of, the Gross Revenues of the School, nor shall any other funds or property of
the Lessee or its successors be liable for the payment of the Rent. Nothing contained in
this Section 3.8 shall be construed to release the Lessee from the performance of any of
the agreements on its part herein contained, and in the event the Lessee shall fail to
perform any such agreements on its part, the Lessor may institute such action against the
1184324.3 First Amendment to A&R Lease Agreement(Smith) 2
38
Lessee as the Lessor may deem necessary to compel performance so long as such action
does not abrogate the limitation of recourse against Lessee set forth in this Section 3.8.
The Lessee may, however, at the Lessee's own cost and expense and in the Lessee's own
name or in the name of the Lessor prosecute or defend any action or proceeding or take
any other action involving third persons which the Lessee deems reasonably necessary in
order to secure or protect the Lessee's right of possession, occupancy and use hereunder,
and in such event the Lessor hereby agrees to cooperate fully with the Lessee and to take
such action necessary to effect the substitution of the Lessee for the Lessor in such action
or proceeding if the Lessee shall so request. As used herein, "Gross Revenues of the
School" means all income and revenues directly or indirectly derived by the Lessee's
operation of the School, including without limitation per pupil revenues and other
funding received from the State of California or by virtue of the charter granted to Lessee
for the School and all gifts, grants, bequests and contributions (including income and
profits therefrom) specifically restricted by the donor or maker thereof to the School or
the Premises, to the extent not specifically restricted by the donor or maker thereof to a
particular purpose inconsistent with their use for the payments required under the Loan
Agreement, provided, however, that Gross Revenues of the School shall exclude any
funds, assets, revenues, gifts, grants, bequests and contributions (including income and
profits therefrom) specifically restricted by the donor or maker thereof or restricted by
law to a particular purpose inconsistent with their use for the payments required under
this Lease. Gross Revenues of the School also includes net insurance or condemnation
proceeds received or payable to the Lessee on account of damage or destruction of the
Premises or other loss incurred by Lessee with respect to its operation of the School or
the Premises.
Section 3. Sections 27.1 of the A&R Lease Agreement is hereby amended to
read as follows.
21.1 Covenants. Lessee covenants and agrees:
(a) School's Charters. To take all reasonable actions to maintain the
School's charter from the School's charter authorizing authority and to take or cause to
be taken any and all actions required to renew or extend the term of the School's charter.
As soon as practicable, the Lessee covenants to provide the Lessor with a copy of any
notice received with regards to intent of the School's charter authorizing authority to
renew or extend the term of any such charter or any notice of any issues which if not
corrected or resolved could lead to termination or nonrenewal of any such charter. If
such charter is terminated or not renewed, Lessee shall use its best efforts, and shall
cooperate with Lessor, to substitute another school operated by Lessee that maintains a
charter with a charter authorizing authority or to assign this Lease to an entity that
maintains a charter with a charter authorizing authority.
(b) Limitation on Disposition of Property, Plant and Equipment. Without
the consent of the Lender, not to dispose or transfer any property, plant and equipment
consisting of all or any part of the Premises,except for disposition or transfers:
1184324.3 First Amendment to A&R Lease Agreement(Smidt) 3
(i) of property, plant and equipment no longer necessary for the
operation of the Premises; or
(ii) of property, plant and equipment replaced by property, plant and
equipment of similar type and/or of substantially equivalent function with a
substantially equivalent value.
(c) No Payment of Lessee's General Operating Expenses During Payment
Default. Without the consent of the Lender, not to use any revenue received by the
School for the payment of management fees, whether payable to Alliance for College-
Ready Schools or otherwise, for operating the School or of Lessee's general operating
expenses (i.e., expenses not specifically related to the operation of the School) upon the
occurrence and during the continuation of any Default by Lessee hereunder or if payment
of such fees or expenses would cause a Default hereunder.
(d) Audits. Lessee agrees that it will have its books and records audited
annually, commencing with its fiscal year ending June 30, 2012, in accordance with
California state law as soon as practicable but no later than 180 days, after the close of
each fiscal year, and shall furnish to Lessor within 180 days after the end of each fiscal
year, a copy (which may be sent electronically) of the audit report. Lessee will notify
Lessor in writing of a change in its accountant stating the reasons for such change.
(e) Maintenance of Books and Accounts. Lessee agrees that it will maintain
and make available to Lessor and Lenders proper books of records and accounts of all of
its operations with full, true and correct entries of all of its dealings substantially in
accordance with practices generally used for public school accounting and such other
data and information as may reasonably be requested by Lessor or Lenders from time to
time.
(f) Licenses and Qualifications. Lessee will do, or cause to be done, all
things necessary to obtain, renew and secure all permits,licenses and other governmental
approvals and to comply, or cause its lessees to comply, with such permits, licenses and
other governmental approvals necessary for operation of the Premises as a charter school.
(g) Right to Inspect. Following reasonable notice to the Lessee,at any and all
reasonable times during business hours, Lessor, Lenders, and their duly authorized
agents, attorneys, experts, engineers, accountants and representatives, shall have the right
fully to inspect the Premises, including all books and records of the Lessee (excluding
records the confidentiality of which may be protected by law), and to make such copies
and memoranda from and with regard thereto as may be desired; provided, however, that
they shall maintain these books and records in confidence unless required by applicable
law to do otherwise and it is necessary to distribute the information to some other third
party under applicable law.
(h) Limitation on Indebtedness. Lessee shall not permit the School to incur,
assume, guarantee or otherwise become liable for any long-term indebtedness without the
1184324.3 First Amendment to A&R Lease Agreement(Smirk) 4
40
prior written consent of Lessor and, for so long as the Loan Agreement is outstanding, the
Lenders.
(i) School Lease Coverage Ratio: Lessee shall cause the School to maintain,
at all times prior to repayment of the Loans, a Lease Coverage Ratio equal to not less
than 1.20 to 1.00, tested annually on the last day of each fiscal year commencing as of
June 30, 2012 (the end of the 2011-12 fiscal year), based on a certification from Lessee
and such supporting documentation and financial statements as shall be provided
pursuant to this Agreement or otherwise reasonably requested by Lenders.
For purposes hereof, "Lease Coverage Ratio" shall be calculated by dividing, for
the School (i) Earnings Before Interest, Taxes, Depreciation, Amortization and Rent
("EBITDAR") plus management fees due to the Guarantor or any affiliate thereof for
such fiscal year, by (ii) the sum of interest expense for the current period, lease
obligations for the current period, and that portion of long-term debt that must be paid
within the next year.
(j) Acquisition of Property. Notwithstanding the Commencement Date,
Lessee agrees that it will acquire all furniture, fixtures, equipment and technology
necessary for the operation of the school to be operated by Lessee at the Premises (the
"School")in the manner intended by the Guarantor.
(k) Operations of School. Lessee shall cause the School to meet the
following criteria:
(i) Achieve a rating of 2, or comparable rating, in all categories under
the LAUSD Annual Performance-Based Oversight Visit Report, or subsequent
LAUSD performance evaluations; and
(ii) meet its annual budgeted student enrollment targets.
If the two targets are not met, the principal of the School shall follow the steps
outlined in the charter agreement with the Authorizer or other process developed by
Alliance for College Ready Public Schools ("Alliance Parent") or the recommendations
as specified in the Annual Performance-Based Oversight Visit Report to develop a plan
for meeting the above criteria. If the results do not improve within twelve months,
Alliance Parent shall review the curriculum and operations of the School and provide the
results of such review to the Authorizer. Alliance Parent and the School shall take all
actions required by the Authorizer. Alliance Parent and the School will provide Lender
with the results of such review and all requirements of the Authorizer from such review
process. If the School receives a rating of 2, or comparable rating, in any category under
the LAUSD Annual Performance-Based Oversight Visit Report, or subsequent LAUSD
performance evaluations, Alliance Parent and the School will provide Lender with a plan
to meet the criteria for a rating of 3 or higher,or comparable rating.
1184324.3 First Amendment to A&R Lease Agreement(Smidt) 5
Section 4. Sections 27.2 (a) through (d) of the A&R Lease Agreement are
hereby amended to read as follows:
27.2 Reporting. Lessee agrees to provide the Lessor and the Lenders, the
following information:
(a) Operating Statements and Student Enrollment. As soon as available but in
any event within forty-five (45) days after the end of each fiscal quarter of Lessee: (i)
unaudited, internally-prepared financial statements, including a balance sheet and
statement of profit and loss, for Lessee, which shall reflect revenues and expenses in
comparative form with the operating budget, (ii) after the Commencement Date, an
enrollment report for the School, including the current number of students enrolled, the
number of students on the waiting list, attendance percentages, and the total percentage of
students qualifying for the Free and Reduced Lunch Program, (iii) such other financial
information as Administrative Agent and Lenders shall reasonably require, and (iv)
changes, if any, to the senior management, Board of Directors or organizational structure
of the Lessee. All such statements and reports must be reasonably satisfactory in form
and substance to Administrative Agent and Lenders and shall be certified by the manager
of Lessee to be true and complete as of the date so delivered.
(b) Annual Financial Statements. As soon as available, but in any event within
one hundred eighty (180) days after the end of each fiscal year, (i) annual financial
statements, including a balance sheet, statement of cash flow and statement of profit and
loss,prepared in accordance with GAAP, in a form satisfactory to Lenders in all respects
and prepared by an independent certified public accountant acceptable to Lenders, and
(ii) confirmation that the School's charter is in full force and effect and (if applicable)
renewal status certified by the chief financial officer.
(c) Certifications of Chief Financial Officer. Simultaneously with providing
the annual financial statements required in Section 27.2(b) above, certification by the
Chief Financial Officer of Lessee, of the following:
(i) A review of the activities of Lessee during such fiscal year and of
performance hereunder(as been made under his/her supervision;
(ii) He/she is familiar with provisions of this Lease Agreement and to
the best of his/her knowledge, based on such review and familiarity, Lessee has
fulfilled all of its obligations thereunder throughout the fiscal year, and there have
been no defaults and the applicable agreement,or if there has been a default in the
fulfillment of any obligation in such fiscal year specifying each such default
known to him/her and the nature and status thereof and the actions taken or being
taken to correct such default;and
(iii) Confirmation of compliance with all financial covenants.
1184324,3 First Amendment to A&R Lease Agreement(Smidt) 6 r-)
/
(d) Annual Operating Budgets. On or before the start of its fiscal year, the
annual operating budget of the School for the next fiscal year, as approved by the Board
of Directors,and a copy of subsequent revisions, if any,to the annual operating budget of
the School within two weeks of adoption by the Board of Directors.
Section 5. Lessor consents to the merger effective as of January 1, 2020, of
Alliance for College-Ready Public Schools, a California non-profit public benefit corporation
("Alliance"),with Lessee and the other affiliates of Alliance that operate public charter schools.
Section 6. Except as amended hereby, the A&R Lease Agreement is hereby
ratified and confirmed. It is expressly the intent of the parties hereto that this First Amendment
is executed, dated and entered into as of December 1,2019.
Section 7. This First Amendment may be executed in any number of
counterparts and each such counterpart shall for all purposes be deemed to be an original; and all
such counterparts shall together constitute but one and the same instrument.
1184324.3 First Amendment to A&R Lease Agreement(Smidt) 7 43
IN WITNESS WHEREOF, 1918 Broadway Charter Facilities LLC has caused
this First Amendment to Amended and Restated Lease Agreement to be signed by one of the
duly authorized officers of its sole member,and Alliance Susan and Eric Smidt Technology High
School has caused this First Amendment to Amended and Restated Lease Agreement to be
signed in its name by one of its duly authorized officers, all as of the day and year first above
written.
1918 BROADWAY CHARTER FACILITIES LLC
By Alliance for College-Ready Public Schools
Facilities Corporation, its sole member
By
Authorized Officer
ALLIANCE SUSAN AND ERIC SMIDT
TECHNOLOGY HIGH SCHOOL
By
Authorized Officer
First Amendment to A&R Lease Agreement(Smidt)
44
CONSENT OF AUTHORITY
The Independent Cities Finance Authority, as issuer of $9,844,675 Independent
Cities Finance Authority Charter School Revenue Bonds (Alliance Broadway School Project),
Series 2011A (Taxable Qualified School Construction Bonds - Direct Subsidy) and $5,168,000
Independent Cities Finance Authority Subordinate Charter School Revenue Bonds (Alliance
Broadway School Project), Series 2011B (Taxable Qualified School Construction Bonds - Direct
Subsidy), consents to the foregoing First Amendment to Amended and Restated Lease
Agreement and consents to the merger of Alliance for College-Ready Public Schools
("Alliance") with Alliance Susan and Eric Smidt Technology High School and the other
affiliates of Alliance that operate public charter schools.
INDEPENDENT CITIES FINANCE AUTHORITY
By
Executive Director
1irst Amendment to A&R Lease Agreement(Smidt) 45
CONSENT OF TRUSTEE
Zions Bancorporation, National Association, fka Zions First National Bank (the
"Trustee"), as Trustee under the Trust Indenture dated as of November 1, 2011, between the
Independent Cities Finance Authority and the Trustee relating to $9,844,675 Independent Cities
Finance Authority Charter School Revenue Bonds (Alliance Broadway School Project), Series
2011A (Taxable Qualified School Construction Bonds - Direct Subsidy) and $5,168,000
Independent Cities Finance Authority Subordinate Charter School Revenue Bonds (Alliance
Broadway School Project), Series 2011B (Taxable Qualified School Construction Bonds- Direct
Subsidy), consents to the foregoing First Amendment to Amended and Restated Lease
Agreement, to the merger of Alliance for College-Ready Public Schools ("Alliance") with
Alliance Susan and Eric Smidt Technology High School and the other affiliates of Alliance that
operate public charter schools,and to the Authority's consent thereto.
ZIONS BANCORPORATION,NATIONAL
ASSOCIATION
By
Authorized Officer
First Amendment to A&R Lease Agreement(Smidt)
46
CONSENT OF 1918 BROADWAY CHARTER FINANCING LLC
1918 Broadway Charter Financing LLC, a California limited liability company, as
Lender under that certain Amended and Restated Credit Agreement dated as of November 28,
2018, by and among 1918 Broadway Charter Financing LLC, as Lender, and 1918 Broadway
Charter Facilities LLC, as Borrower, consents to the foregoing First Amendment to Amended
and Restated Lease Agreement and consents to the merger of Alliance for College-Ready Public
Schools ("Alliance")with Alliance Susan and Eric Smidt Technology High School and the other
affiliates of Alliance that operate public charter schools.
1918 BROADWAY CHAR 1'bR FINANCING LLC
By Alliance for College-Ready Public Schools, its
sole member
By
Authorized Officer
First Amendment to A&R Lease Agreement(Smidt)
47