ORLEANS PARISH SCHOOL BOARD SPECIAL BOARD MEETING 3520 General DeGaulle Drive, Suite 4050 New Orleans, Louisiana 70114

Size: px
Start display at page:

Download "ORLEANS PARISH SCHOOL BOARD SPECIAL BOARD MEETING 3520 General DeGaulle Drive, Suite 4050 New Orleans, Louisiana 70114"

Transcription

1 ORLEANS PARISH SCHOOL BOARD SPECIAL BOARD MEETING 3520 General DeGaulle Drive, Suite 4050 New Orleans, Louisiana February 21, :00PM OPSB Special Board Meeting February 21, 2013 CALL TO ORDER - ROLL CALL PLEDGE OF ALLEGIANCE ADOPTION OF THE AGENDA ACTION ITEM(S) The Orleans Parish Board is asked to act upon the following action items: Action Item No. 1: Wheatley School Leveraged Financing The Public School Facilities Financing Act contained in La. R.S. 17: (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 , 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 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 1

2 OPSB Special Board Meeting February 21, 2013 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: That the Orleans Parish School Board authorizes and approves the following: (i) (ii) (iii) (iv) 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. RECESS TO ORLEANS SCHOOLS FACILITIES FOUNDATION, INC., MEETING I. Roll Call II. Authorization and approval of the following: III. Adjourn (i) Bylaws of Facilities Foundation (ii) Cooperative Endeavor Agreement (iii) Transaction Summary (iv) Master Lease (v) Ground Lease (vi) Grant Funding Agreement (vii) Leverage Loan Documents (viii) Subordination, Non-Disturbance, Attornment Agreement (ix) Option Agreement 2

3 OPSB Special Board Meeting February 21, 2013 RECONVENE ORLEANS PARISH SCHOOL BOARD BUSINESS MEETING/ROLL CALL Action Item No. 2: Ratification of the Proceedings of the Orleans Parish Schools Facilities Foundation, Inc., Held February 21, 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, ADJOURNMENT 3

4 STATE OF LOUISIANA PARISH OF ORLEANS AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ORLEANS SCHOOLS FACILITIES FOUNDATION, INC. Article I Names and Offices Section 1. The name of this nonprofit corporation organized under and pursuant to the provisions of the laws of the State of Louisiana, and particularly LSA R.S. 12: , relative to the organization of nonprofit organizations, and Act 739 of the 2008 Regular Session of the Louisiana State Legislatures is: Orleans Schools Facilities Foundation, Inc. (hereafter Foundation ). Section 2. The principal office of the Foundation shall be in Orleans Parish, Louisiana, but the Foundation may also have offices at such other places in Orleans Parish as the Board of Directors may from time to time determine to be necessary or convenient to carry out the Foundation purposes. Section 1. Article II Purposes and Limitations The purposes for which the Foundation is organized are: a. To engage exclusively in educational and charitable activities under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future revenue act) which are exempt from Federal income tax, and to act as a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or corresponding provision of any future revenue act). b. To enter into agreements, including leases, loans or investment agreements, and to engage in such other financing arrangements as may be necessary for the planning, renovation, 1

5 construction, leasing, subleasing, managing, and improving of schools and school property within the Parish of Orleans. c. To serve as a clearinghouse for the exchange of information on such opportunities and financial assistance available for pursuing the same. d. To make loans, grants or other investments in order to facilitate the construction of new schools or the renovation of existing schools within the parish of Orleans. e. To act alone or in partnership with any public or other private entity in order to leverage funds for the planning, renovation, construction, managing and improving of school properties. f. To receive donations, contributions, funds and property from any and all sources and to use the same for its corporate purposes. g. To engage in such other activities as will assists in generally carrying out the purposes of the Foundation. Section 2. The limitations upon the Foundation shall be as follows: a. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to its members, directors, officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 above. b. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation; and the foundation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. c. Notwithstanding any other provision of these articles, the Foundation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law). Article III Members Section 1. The Foundation is organized on a nonstock basis and there shall be but one class of membership. The sole member of this corporation shall be the Orleans Parish School Board. 2

6 Article IV Board of Directors Section 1. The powers, affairs and business of the Foundation shall be exercised, its property controlled, and its affairs conducted by the Board of Directors. Section 2. The Board of Directors shall consist of five (5) members as follows: (i) President of the Orleans Parish School Board as Ex-Officio Member, 3520 General DeGaulle Drive, Suite 5055, New Orleans, Louisiana 70114; (ii) Chairperson of the Orleans Parish School Board Finance Committee as Ex-Officio Member, 3520 General DeGaulle Drive, Suite 5055, New Orleans, Louisiana 70114; (iii) Secretary of the Orleans Parish School Board as Ex-Officio Member, 3520 General DeGaulle Drive, Suite 5055, New Orleans, Louisiana 70114; (iv) (v) Chief Financial Officer of the Orleans Parish School Board as Ex-Officio Member, 3520 General DeGaulle Drive, Suite 5055, New Orleans, Louisiana 70114; and Financial Expert, initially, Damon Burns, until his successor is appointed by the Orleans Parish School Board, 909 Poydras Street, Suite 1300, New Orleans, Louisiana Article V Meetings Section 1. Meetings of the Board of Directors shall be held at the Office of the Foundation in New Orleans or at such other places in New Orleans as the Board of Directors may from time to time determine to be necessary or convenient to carry out the corporation purpose. Section 2. At least ten (10) days advance written notice shall be given by the Secretary of the annual and other meetings of the Board of Directors, except in the case of an emergency when reasonable notice, including oral notice, shall be given. Section 3. The quorum for transaction of business at meetings of the Board of Directors shall be a majority of the total number of Directors. Where a quorum is not present, the meeting may be adjourned without further notice to another time or date when a quorum is present. Section 4. A meeting of the Board of Directors may be held by conference call or on a holiday with the same force and effect as if on a business day. If a meeting is held by conference call, the Secretary of the Board shall duly record in the records of the Foundation the manner in 3

7 which each member of the Board was given notice and the names of each member participating in the meeting by conference call. Article VI Officers of the Board of Directors Section 1. The Officers of the Board shall be as follows: Chairman, Vice-Chairman, Secretary and Treasurer. Section 2. Officers of the Board shall be elected by the Board of Directors at its organization meeting and appropriate annual meeting and shall serve for a two (2) year term, extending until each individual successor is elected and qualified by the Board. Article VII Duties of the Board of Directors Section 1. The Board of Directors shall direct the affairs of the Foundation, and shall have all the powers, duties and responsibilities necessary and proper to carry out its purposes, including, among others the powers: a. to direct the affairs and determine the policies of the Foundation; b. to elect the Officers of the Board of Directors and the Foundation; c. to elect non-voting Honorary or Emeritus Directors; d. to collect and receive all monies, property or donations paid or transferred; e. to control the disbursement of funds, handle, invest and reinvest funds as it deems appropriate; and f. to employ personnel to assist in the administration of the affairs of the Foundation. Article VIII Duties of Officers Section 1. Chairman of the Board The Chairman of the Board of Directors shall preside at all meetings of the Board, and he shall perform the usual duties attendant upon his office. 4

8 Section 2. Vice-Chairman of the Board The Vice-Chairman shall perform the usual duties attendant upon his office. In the event of the absence or inability of the Chairman of the Board of Directors for any reason to serve, the Chairman's duties shall be performed by the Vice-Chairman. Section 3. Secretary of the Board of Directors The Secretary shall cause to be prepared an agenda for all meetings and shall attend to giving all notices required by the Bylaws. He shall be responsible for keeping and reporting the minutes of the meetings of the Board of Directors. He shall be the custodian of all records and reports of the Foundation. He shall be custodian of the corporate seal of the Foundation. He shall issue all notices required by the Board of Directors, and he shall perform the usual duties attendant upon his office, including those that the Board of Directors, or the President in actions consistent with the Board of Directors, may from time to time prescribe. Section 4. Treasurer of the Board of Directors The Treasurer shall receive all funds and shall be the custodian of all securities and intangible assets belonging to the Foundation. He shall perform the usual duties attendant upon his office, including those that the Board of Directors may prescribe. He shall present financial reports as desired and make an annual report to the Board of Directors at its annual meeting. Section 5. The Board of Directors may establish additional officers and elect officers to fill them to perform such duties as they may from time to time direct. Article IX General Powers of the Foundation Section 1. Without limiting the generality of its powers to act to carry out its Foundation purposes, the Foundation shall have powers to accomplish the following: a. to sue, complain and defend in its Foundation name; b. to purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal or mixed property or any interest therein, wherever situated; c. to sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets; d. to make contracts and incur liabilities, borrow money at such rates of interests as the Foundation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income; 5

9 e. to lend money for its Foundation purposes, invest and reinvest its funds, and take and hold title to real and personal property as security for the payment of funds so loaned or invested; f. to conduct its affairs, carry on its operations, hold property, and have offices and exercise the powers granted hereunder; g. to elect or appoint officers and agents of the Foundation and define their duties and fix their compensation; h. to make and alter Bylaws, not inconsistent with its Articles of Incorporation or with laws of the State of Louisiana, for the administration and regulation of the Affairs of the Foundation; i. to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Foundation is organized, and as provided under the State of Louisiana Non-Profit Corporation Law contained in Chapter 2 of Title 12 of the Louisiana Revised Statutes of 1950, as amended; j. to solicit and raise funds, engage in fund development, and arrange for various forms of giving, and the like; and k. to make contributions, grants, gifts and other transfers of money and property in furtherance of the Foundation purposes. Article X Execution of Legal Instruments Section 1. The President shall have authority to execute and acknowledge on behalf of the Foundation contracts, legal documents or other instruments where required in connection with the operation of the Foundation. The Secretary shall have authority to attest to same and affix the corporate seal thereto on behalf of the Foundation. Article XI Conflict of Interest Section 1. No member shall engage in any action which presents any duality of interest, probability of conflict or appearance of impropriety, hereinafter described as conflict. The existence of any such conflict shall be disclosed promptly to the other members of the Board. Such conflict shall be made a matter of record (i) through an annual disclosure, and (ii) when the matter underlying the conflict becomes a potential subject of Board action. The member to whom the conflict applies may elect to abstain from the conflicting Foundation activity. Absent such abstention, the majority vote of the Board shall finally determine that member s participation in the action at issue. 6

10 Section 2. The Board member to whom the conflict applies shall not vote or use his personal influence on the matter at issue, and shall not be counted in determining the quorum for the meeting, even where permitted by law. The minutes of the meeting shall reflect that a disclosure was made, that the applicable member did not vote, and that the applicable member was not counted toward the determination of a quorum. Section 3. The foregoing requirements shall not be construed as preventing the Board member to whom the conflict applies from briefly stating his position on the matter in question, nor from answering pertinent questions of other Board members since his knowledge may be of great assistance. Section 4. Any new member of the Board will be advised promptly of all conflicts arising under this Article. Article XII General Provisions Section 1. The fiscal year of the Corporation shall end on December 31 st of each year. Section 2. All checks, drafts, bills of exchange, notes, or other obligations or order for the payment of money, shall require two signatures, including those of the Chairman and the Treasurer or such other officer of officers or persons as the Board of Directors may designate by resolution, except that the Board of Directors may authorize the Chairman alone to sign such instruments up to an amount specified by an appropriate resolution of the Board of Directors, which amount shall be reviewed at least annually. Article XIII Dissolution Section 1. Upon dissolution of the Foundation, the Board of Directors shall, after paying and making provision for the payment of all of the liabilities of the Foundation, dispose of all the assets of the Foundation exclusively to the Orleans Parish School Board. Article XIV Donations, Gifts, Earnings and Revenue or Other Payments Section 1. Any gifts, devises, bequests, donations, subscriptions or other payments made by a person or persons to the Foundation without specific direction as to the use thereof, shall upon acceptance be used for the purposes of the Foundation as determined by the Board of Directors; but any such payments and things of value given to the Foundation with specific directions as to the use thereof, shall upon acceptance be received, held and used by the Foundation in conformity with said directions. 7

11 Section 2. The revenue or other payments, earning and surplus derived from the operation of the Foundation, and from gifts, devises, bequests, donations, appropriations, grants or loans and other sources shall be applied to the costs and expenses of such activities or its facilities, equipment, property or the acquiring of the property. Any surplus remaining after the payment of aforesaid costs and expenses shall be subject to such use and disposal by the Board of Directors as may be consistent with the purpose set forth in the Articles of Incorporation and Bylaws. Article XV Amendment of Bylaws Section 1. The Bylaws may be amended at any meeting of the Board of Directors at which a quorum is present by the affirmative vote of a majority of the Directors present, provided ten (10) days' advance written notice has been give of the language and purpose of the proposed amendment. Article XVI Seal Section l. The corporate seal of the Foundation shall be circular in form and shall have inscribed thereon the name of the Foundation, Orleans Schools Facilities Foundation, Inc., the year of its incorporation, and the words, "Corporate Seal, State of Louisiana." Said seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, reproduced, or otherwise properly used. Article XVII Registered Agent and Office Address Section l. The registered agent of this Foundation for service of process and registered office address of Foundation is: Registered Agent Edward Morris General Counsel, Orleans Parish School Board Office Address 3520 General DeGaulle Drive, Suite 5088 New Orleans, Louisiana

12 Article XVIII Indemnification Section l. The Foundation shall not be indemnified and hold harmless each Director and Officer now or hereafter serving the Foundation from and against any and all claims and liabilities to which he may be or become subject by reason of his now or hereafter being or heretofore been a Director or Officer of the Foundation and/or by reason of his alleged acts or omissions as such Director or Officer, whether or not he continues to be such Officer or Director at the time when any such claim or liability is asserted, and shall reimburse each such Director and Officer for all legal and other reasonable expenses incurred by him in connection with defending paid or agreed to be paid reasonable settlements and/or adjudication with the approval of the Board of Directors whether or not he continues to be such Director or Officer at the time such expenses are incurred; provided, however, that the Director or Officer shall not be indemnified against any claim or liability arising out of his own negligence or willful misconduct nor shall be indemnified against or reimbursed for any expenses in defending any and all such claims or liability or in settlement of the same unless in the judgment of the Directors of the Foundation the Director or Officer against whom such claim or liability is asserted has not been guilty of negligence or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights to which any Director or Officer may be entitled as a matter of law. Article XIX The full name and street address of the incorporator is: Edward Morris General Counsel, Orleans Parish School Board 3520 General DeGaulle Drive, Suite 5088 New Orleans, Louisiana Thus done and signed effective the day of January, Edward Morris Incorporator 9

13 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BE IT KNOWN, that on this day of January, 2013, before me, the undersigned Notary Public, duly commissioned, qualified and sworn within and for the State and Parish aforesaid, personally came and appeared, Edward Morris, to me known to be the identical person who executed the above and foregoing instrument, who declared and acknowledged to me, Notary Public, in the presence of the undersigned competent witnesses, that he executed the above and foregoing instrument of his own free will and as his own act and deed, for the uses, purposes and benefits therein expressed. WITNESSES: Name: Edward Morris Name: NOTARY PUBLIC Name: Louisiana Bar No./Notary Number: My commission expires at death. 10

14

15

16

17

18

19

20

21

22

23

24

25

26

27 BYLAWS OF WHEATLEY SCHOOL FACILITY FOUNDATION, INC. ADOPTED BY ITS BOARD OF DIRECTORS [ ], 2013 {B }

28 BYLAWS OF WHEATLEY SCHOOL FACILITY FOUNDATION, INC. ARTICLE I PURPOSE The purposes of Wheatley School Facility Foundation, Inc. (the Foundation ) are as provided in the Foundation s articles of incorporation, as amended from time to time (the Articles of Incorporation ). ARTICLE II ACTIVITIES To the extent consistent with the purposes of the Foundation as provided in the Articles of Incorporation, the Foundation has been organized and shall be operated exclusively for charitable, scientific and educational purposes, all as contemplated and permitted by Sections 170(c)(2) and 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), including for such purposes as combating community deterioration and lessening the burden of government by developing and maintaining programs and activities directed as fully provided in the Articles of Incorporation. In managing its programs and activities, the Foundation shall follow a nondiscrimination policy. The Foundation and any other entity operated by the Foundation shall not discriminate on the basis of race, color, national origin or ethnic origin. ARTICLE III OFFICES The Foundation shall have such offices within or without the State of Louisiana as the Board may from time to time determine. Its registered office is as provided in the Articles of Incorporation. ARTICLE IV MEMBERS OF THE FOUNDATION Section 1. Membership. Pursuant to the Articles of Incorporation, the Foundation shall have no capital stock. The voting members shall consist of the directors of the Foundation (the Directors ), and the membership of the Foundation is as provided by the Articles of Incorporation. Section 2. Meetings of Directors as Voting Members. Meetings of the Directors as voting members shall be held in accordance with and subject to the provisions of Article V of these Bylaws below. {B } 2

29 ARTICLE V THE BOARD OF DIRECTORS Section 1. Duties and Powers of the Board of Directors. The property, funds, affairs and business of the Foundation shall be managed by the Board of Directors (the Board and each member a Director ). The Board shall have and is vested with the full power and authority of the Foundation, except as may be expressly limited by law, the Articles of Incorporation or these Bylaws. The Board shall have the power to do or cause to be done by delegation to committees, officers or others any and all lawful and ethical things for and on behalf of the Foundation. To the extent provided by resolution of the Board, a committee created and designated by the Board shall have and may exercise the powers of the Board in the management of the affairs and business of the Foundation, and may have power to authorize the seal of the Foundation to be affixed to documents. Such committee(s) shall have such names or names as may be determined, from time to time, by the Board. Unless otherwise provided by resolution of the Board or by committee charter adopted by the Board, if any, each committee and its members shall act in accordance with and shall be procedurally governed by these Bylaws; provided, however, that the Board shall by separate resolution determine the composition of each committee in accordance with the Louisiana Nonprofit Corporation Law (La. R.S. 12:224.E(8)) and no committee shall be required to conduct an annual meeting unless so directed by the Board. Section 2. (a) (b) (c) Board Action. A quorum of the Board shall be established at a meeting only if a majority of the Directors are present in person or by proxy. Pursuant to the Louisiana Nonprofit Corporation Law (La. R.S. 12:228.B), an interested Director may be counted in determining the presence of a quorum at a meeting of the Board at which a transaction or arrangement involving or concerning such interested Director is considered or acted upon. An interested Director is any Director that would be an interested person as defined in the Articles of Incorporation. Subject to any limitations in the Articles of Incorporation or these Bylaws, the Board may initiate any corporate action deemed to be in the best interest of the Foundation. Each Director is entitled to one vote, in person or by proxy, upon each matter properly submitted to the vote of the Board. The acts of a majority of Directors present in person or by proxy at any meeting at which a quorum is present shall be the acts of the Board, except as otherwise provided in these Bylaws. After a quorum has been established at a meeting of the Board, the subsequent withdrawal of Directors from the meeting so as to reduce the number of Directors present at such meeting to fewer than the number required for a quorum shall not affect the validity of any action taken by the Board at the meeting or at any adjournment thereof. A majority of the Directors present, whether or not a quorum exists, may adjourn any {B } 3

30 meeting to another time and place. Notice of the adjourned meeting shall be given to all Directors. Section 3. Resignation. A Director may resign at any time by tendering his or her resignation in writing to the Chairman of the Board of the Foundation. A Director s resignation shall be effective upon receipt by the Chairman. Section 4. Removal. Any Director appointed may be removed for cause or without cause by a majority vote of the Directors. Section 5. Vacancies. Any vacant position on the Board shall be filled by a majority vote of the remaining Directors, and the Director chosen to fill such vacancy shall hold office for the balance of the vacating Director s term until the next annual election of Directors and until his successor is duly elected and shall qualify. Section 6. Composition of the Board. The initial Board will consist of those five (5) individuals designated in the Foundation s Articles of Incorporation filed with the Louisiana Secretary of State. After being elected, each Director shall hold office for two (2) years and until his successor is chosen and has qualified. Each Director shall be elected or re-elected by a majority vote of the Directors as the voting members cast at the annual meeting of the Board. Section 7. Compensation of Directors. Directors may be reimbursed for out-ofpocket expenses incurred on behalf of the Foundation and may receive such reasonable compensation as determined by the Board for services rendered in their capacity as Directors. Section 8. Regular Meetings of the Board. Regular meetings of the Board shall be held at such time and place as a majority of the Directors or the Chairman of the Board of the Foundation may from time to time designate. Section 9. Annual Meeting of the Board As Annual Meeting of the Voting Members. The annual meeting of the Board shall be held on such date as may be designated by the Board. At least ten (10) days and not more than sixty (60) days prior to the date fixed for the holding of the annual meeting, each Director shall be notified of the time and place of the meeting. Section 10. Notices and Mailing. Notice may be given personally or by telephone, mail, or telefax. Every notice shall be deemed to have been given when the same has been deposited in the United States mail, with postage fully prepaid, addressed to the Director at his or her last address appearing upon the records of the Foundation, hand delivered to the Director at his or her last address appearing upon the records of the Foundation, or dispatched by or telefax, or other recognized electronic means to the Director at his or her last applicable number or other address appearing upon the records of the Foundation. Section 11. Waiver of Notice. Notice of the time, place and purpose of any meeting of the Board may be waived by or telefax, or other recognized electronic means, or in writing, by any Director, either before or after such meeting has been held. {B } 4

31 Section 12. Voting and Proxy. Each Director at every meeting shall be entitled to one vote, in person, upon each subject properly submitted to vote. Any Director absent from a meeting of the Board of Directors or a committee thereof may be represented by proxy by any other Director who may cast the vote of the absent Director according to the written instructions general or special, of the absent Director. Section 13. Presence at Meetings. The Board may hold a meeting by means of telephone conference, facsimile, or similar communication equipment provided that all persons participating in the meeting can communicate with each other. Participating in a meeting pursuant to this Section shall constitute presence in person at such meeting except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Section 14. Action by Unanimous Written Consent. Any action that may be taken at any meeting of the Board may be taken without a meeting if a consent in writing setting forth the action is signed by all of the Directors, whether collectively or severally, and filed with the records of proceedings of the Board. ARTICLE VI OFFICERS Section 1. Officers. Pursuant to the Louisiana Nonprofit corporation Law (La. R.S. 12:225.A(1)), the officers of the Foundation shall consist of a Chairman, a Vice-Chairman, a Secretary, a Treasurer and such other officers as the Board may determine. All officers of the Foundation shall be elected by the Board. The offices of Secretary and Treasurer may be combined in one person; provided, that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers. Section 2. Terms of Office. Except as otherwise provided in the Articles of Incorporation and herein, each officer shall hold office for the term of two years and until his successor is elected or appointed and qualified, and may serve an unlimited number of consecutive terms. Section 3. Vacancies. Any vacancy occurring in the offices of Chairman, Vice- Chairman, Secretary or Treasurer shall be filled by the Board for the unexpired term of such office. Section 4. Resignation or Removal of Officers. An officer of the Foundation may resign, effective immediately, at any time by tendering his resignation in writing to the Board. Such resignation shall be effective upon receipt. The Board, by majority vote, may remove any officer at any time, with or without cause, whenever in the judgment of the Board the best interests of the Foundation will be served thereby. Section 5. Chairman. The Chairman shall preside at all meetings of the Board. The Chairman shall be generally responsible for establishing the meeting date of all meetings of the Board and shall, in conjunction with other Directors, establish the agenda for each meeting. The {B } 5

32 Chairman shall be vested with the same powers of and shall be considered the president under the Louisiana Nonprofit Corporation Law. Section 6. Vice-Chairman. The Vice-Chairman shall have such duties and responsibilities as shall be delegated to him by these Bylaws and by the Board from time to time. If a Chairman has not been elected or if the Chairman is unable or unwilling to serve as such, the Vice-Chairman shall have all the duties and powers of Chairman. The Vice-Chairman shall be vested with the same powers of and shall be considered the vice president under the Louisiana Nonprofit Corporation Law. Section 7. Secretary. The Secretary shall attend all meetings of Board. The Secretary shall keep or cause to be kept all of the non-financial records of the Foundation, shall record the minutes of the meetings of the Board, send out all notices of meetings, attest to the seal of the Foundation where necessary or required, and perform such other duties as may be prescribed by the Board or the Chairman. The Secretary shall also keep or cause to be kept a register of the names and addresses of each Director and of the dates of expiration of their respective terms of office. The Secretary may be assisted in any of these duties by an Assistant Secretary as provided herein. The Secretary shall be vested with the same powers of and shall be considered the secretary under the Louisiana Nonprofit Corporation Law. Section 8. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Foundation, and shall report to, and shall perform such duties as may be assigned by, the Chairman or another officer designated by the Chairman. If required by the Chairman, the Treasurer shall give a bond for the faithful discharge of his duties, with such surety or sureties as the Chairman may determine. The Treasurer shall be vested with the same powers of and shall be considered the treasurer under the Louisiana Nonprofit Corporation Law. Section 9. Chief Executive Officer. The Board of Directors may appoint a Chief Executive Officer ( CEO ), who shall, subject to the control of the Board of Directors, have overall responsibility for the routine management of the affairs of the Foundation. The CEO shall report to the Board of Directors. The Board of Directors may approve compensation and benefits for the CEO. Duties of the CEO shall include: (a) (b) (c) (d) (e) coordinating the activities of the committees, if any; representing the Foundation in the community; overseeing projects of the Foundation; supervising the administrative functions of the Foundation; and in general, performing such other duties as may be assigned from time to time by the Board of Directors. Section 10. Other Officers. The Board, upon the recommendation of the senior officers of the Foundation, may appoint one or more Assistant Secretaries, one or more Assistant {B } 6

33 Treasurers, and such other officers having such duties and responsibilities as the Board deems advisable. ARTICLE VII BOOKS AND RECORDS AND TITLE TO PROPERTY Section 1. Location. The Foundation shall maintain at its principal place of business minutes of the proceedings of the Board and the Board committees and a record of the name and address of each Director. Whenever membership on the Board is terminated, this fact shall be recorded in the membership record together with the date on which the membership ceased. Section 2. Form of Records. The books and records listed in Section 1 of this Article may be in written form or in any other form capable of being converted into written form within a reasonable time. Section 3. Inspection of Books and Records. Any Director may examine in person or by agent or attorney, at any reasonable time, the books and records of the Foundation listed in Section 1 of this Article. Section 4. Title to Property. The title to all property of the Foundation shall be vested in the Foundation, or, if expressly authorized by the Board, in a subsidiary or affiliate of the Foundation. A resolution of the Board or an express provision of these Bylaws may authorize the investment or other disposition of trust funds that are subject to the control of the Foundation. ARTICLE VIII EXECUTION OF INSTRUMENTS Section 1. Checks. All checks, drafts and orders for payment of money shall be signed in the name of the Foundation by one officer, and if required by the Board of Directions, shall be countersigned by such officer(s) or agent(s) as the Board shall from time to time designate for that purpose. Section 2. Contracts and Conveyances. The Board shall have the power to designate one or more officers or agents who shall have the power to execute instruments on behalf of the Foundation. When the execution of any conveyance or other instrument has been authorized without specifying the officers or agents authorized to execute the instrument, either of the Chairman and Secretary shall be authorized to do so. ARTICLE IX FISCAL YEAR The fiscal year of the Foundation shall begin on the first day of January and end on the last day of December in each year. ARTICLE X AMENDMENT TO THE BYLAWS {B } 7

34 Amendments to these Bylaws shall be approved as provided in the Articles of Incorporation. ARTICLE XI SEVERABILITY In the event that any court of competent jurisdiction should find or hold any section or sections of these Bylaws null, void or unenforceable for any reason, then that section or sections shall be considered deleted from these Bylaws and the remaining section or sections shall continue in full force and effect. ARTICLE XII CAPITALIZED TERMS Capitalized terms used in these Bylaws and not otherwise defined shall have the meanings given to those terms in the Articles of Incorporation. ADOPTED THIS [ ] DAY OF [ ], 2013 {B } 8

35 GRANT FUNDING AGREEMENT BY AND BETWEEN ORLEANS SCHOOLS FACILITIES FOUNDATION, INC. AND WHEATLEY SCHOOL FACILITY FOUNDATION, INC. DATED FEBRUARY,, 2013 Wheatley Grant Funding Agreement

36 GRANT FUNDING AGREEMENT This GRANT FUNDING AGREEMENT (this Grant Agreement ) effective,, 2013 is made by and between the WHEATLEY SCHOOL FACILITY FOUNDATION, INC., a Louisiana nonprofit corporation ( Wheatley QALICB ), and the ORLEANS SCHOOLS FACILITIES FOUNDATION, INC., a Louisiana nonprofit public benefit corporation ( Facilities Foundation ) established by the ORLEANS PARISH SCHOOL BOARD (the School Board ). WITNESSETH WHEREAS, the Wheatley QALICB is a non-profit corporation that will apply for a 501(c)(3) determination under the Internal Revenue Code of 1986, as amended (the Code ) and is formed and authorized to do business in the State of Louisiana (the State ) for the primary purpose of facilitating the funding and construction and renovation of public school facilities at campuses in Orleans Parish; WHEREAS, the Facilities Foundation is a public benefit corporation of the School Board organized under the provisions of the Public School Facilities Financing Act contained in La. R.S. 17: (the PSFFA ) and is authorized to do business in the State of Louisiana; WHEREAS, the School Board and the Recovery School District, a pubic body and instrumentality of the State of Louisiana ( RSD ) administered by the Louisiana State Department of Education, subject to the approval of the State Board of Elementary and Secondary Education ( BESE ) entered into a Cooperative Endeavor Agreement (the Leveraged Financing CEA ) in order (i) to provide for the transfer of the Phillis S. Wheatley School (the Wheatley School ) by the School Board and RSD initially to the Facilities Foundation pursuant to a Master Lease (the Master Lease ) by and among the School Board, RSD and the Facilities Foundation, (ii) to provide in the Master Lease that the Facilities Foundation shall transfer the Wheatley School to the Wheatley QALICB through the execution of a Ground Lease (the Ground Lease ) by and between the Facilities Foundation and the Wheatley QALICB and to further provide in the Ground Lease that the Wheatley QALICB obtain financing to complete the construction of the Wheatley School, (iii) to provide for the capitalization of the Facilities Foundation by the School Board in order to implement the Leveraged Financing of the Wheatley School through the Wheatley QALICB, WHEREAS, the Wheatley QALICB will construct the Wheatley School pursuant to a Development Agreement between RSD and the Wheatley QALICB and a fixed price construction contract between the RSD and Gibbs Construction, LLC dated, 2012 (the Wheatley Construction Contract ); Wheatley Grant Funding Agreement 2

37 WHEREAS, pursuant to the terms and conditions set forth in the Leveraged Financing CEA, the Facilities Foundation will grant [$16,222,538] ( Grant Funds ) to the Wheatley QALICB on behalf of the School Board solely to pay a portion of the construction costs of the Wheatley Construction Contract; NOW, THEREFORE, in consideration of the mutual benefits hereby conferred, the receipt and sufficiency of which are hereby acknowledged, the Wheatley QALICB and the Facilities Foundation hereby covenant and agree with each other as follows: ARTICLE I GRANT PAYMENT OBLIGATION Section 1.1 Grant. Subject to the Construction Monitoring and Disbursement Agreement made as of February, 2013 attached hereto as Exhibit A (the Disbursement Agreement ), by and among the Facilities Foundation as leveraged lender (the Leveraged Lender ), the Wheatley QALICB, GSNMF Sub-CDE 9 LLC, a Delaware limited liability company, having an office at c/o GS New Markets Fund, LLC, 200 West Street, New York, New York ( GS Sub-CDE ), MBS-UI SUB-CDE XXIV, LLC, a Missouri limited liability company, having an office at c/o MBS Urban Initiatives CDE, LLC, 720 Olive Street, Suite 2500, St. Louis, Missouri ( MBS Sub-CDE and, collectively with the Leveraged Lender and the GS Sub-CDE, Lender ), and Goldman Sachs Bank USA ( Disbursement Agent ), the Facilities Foundation hereby agrees to grant, pledge and donate [$16,222,538] to the Wheatley QALICB on behalf of the School Board in two tranches: $ on the effective date of this Grant Agreement and $ on June 30, The Grant Funds will be held and disbursed on behalf of the Wheatley QALICB in accordance with the Disbursement Agreement. Section 1.2 Nature of Obligation. The Facilities Foundation payment obligation shall be a continuing, absolute and unconditional obligation legally binding upon the Facilities Foundation and shall remain in full force and effect until the sum of [$16,222,538] has been paid in full. Section 1.3 Acknowledgement. The Facilities Foundation hereby acknowledges that the Grant Funds shall be used solely to finance the construction of the Wheatley School in accordance with the Wheatley Construction Contract. The Facilities Foundation acknowledges that the terms and conditions set forth in the Leveraged Financing CEA shall govern the funding and use of the Grant Funds and the obligations of the School Board to make such Grant Funds available for the Wheatley School through the Facilities Foundation. ARTICLE II WHEATLEY QALICB OBLIGATIONS Section 2.1 Funding. The Wheatley QALICB hereby agrees to (a) use the Grant Funds only for construction of the Wheatley School, and (b) if necessary, to use its best efforts to secure additional financing as may be necessary to complete the Wheatley School in accordance with the Construction Contract and the Development Agreement. Wheatley Grant Funding Agreement 3

38 ARTICLE III TERM Section 3.1 Term. This Grant Agreement shall commence on the date it is executed by both the appropriate representatives of the parties hereto and shall continue until the payment in full of all of the payments required to be paid by the Facilities Foundation under the terms of this Agreement. ARTICLE IV DEFAULTS AND REMEDIES Section 4.1 Defaults and Remedies. Should either party hereto materially breach this Agreement, the remedy available therefor shall be any remedy available at law or equity under the laws of the State of Louisiana. ARTICLE V ADDITIONAL PROVISIONS Section 5.1 Entire Agreement. This Agreement and the exhibits hereto shall constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and preliminary agreements. There is no representation or warranty of any kind made in connection with the transactions contemplated hereby that is not expressly contained in this Agreement. Section 5.2 Notices and Requests. All notices, requests, demands and other communications shall be in writing and shall be deemed to be duly given when delivered by a national overnight courier service to the respective official or person named below or four business days after mailing by registered or certified mail, postage prepaid, return receipt requested: If to the Wheatley QALICB: Wheatley School Facility Foundation, Inc Poydras Street, Suite 1400 New Orleans, LA Jones Walker, LLP 8555 United Plaza Blvd Ste 500 Baton Rouge, LA Attention: Amanda Wells If to the Facilities Foundation: Edward Morris General Counsel Orleans Parish School Board Section 5.3 Disputes. In the event of an unresolved dispute hereunder, the parties shall select a disinterested third party to resolve such dispute. Wheatley Grant Funding Agreement 4

39 Section 5.4 Severability. If any terms or provisions of this Agreement, or the application thereof to any circumstance, shall be invalid or unenforceable, the remainder of this Agreement or the application, term, provision or application to circumstances which is not held invalid or unenforceable shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 5.5 Additional Instruments. The parties hereto agree that when called on to do so, each of them will execute such other instruments in writing or do such other things that are required in order to give full effect to the covenants and conditions required of them under this Agreement. Section 5.6 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Louisiana. Section 5.7 Amendments, Supplements and Modifications. This Agreement may not be amended, supplemented or modified, except in writing and executed by the parties hereto. Section 5.8 Captions. The captions or headings in this Agreement are for convenience only and do not define or limit the scope or extent of this Agreement. Section 5.9 Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Wheatley Grant Funding Agreement 5

40 IN WITNESS WHEREOF, the parties hereto have signed this Grant Funding Agreement effective of the day of, Witness: Print Name: ORLEANS SCHOOLS FACILITIES FOUNDATION, INC. By: Print Name: Print Name: WHEATLEY SCHOOL FACILITY FOUNDATION, INC. By: Print Name: Wheatley Grant Funding Agreement Signature Page

41 GROUND LEASE between ORLEANS SCHOOLS FACILITIES FOUNDATION, INC. as Master Lessee and WHEATLEY SCHOOL FACILITY FOUNDATION, INC. As Sub-Lessee Dated as of February, 2013 Wheatley Ground Lease - PBC to QALICB

ARTICLES OF INCORPORATION Of LAKE IN THE WOODS OWNERS ASSOCIATION, INC.

ARTICLES OF INCORPORATION Of LAKE IN THE WOODS OWNERS ASSOCIATION, INC. ARTICLES OF INCORPORATION Of LAKE IN THE WOODS OWNERS ASSOCIATION, INC. In compliance with the requirements of Chapter 617, Florida Statutes, the undersigned, all of whom are residents of the State of

More information

ESCROW AGREEMENT. Dated as of August [ ], 2017

ESCROW AGREEMENT. Dated as of August [ ], 2017 ESCROW AGREEMENT Dated as of August [ ], 2017 THIS ESCROW AGREEMENT (this Agreement ) is made and entered into as of the date first set forth above by and between LEGAL & COMPLIANCE, LLC, a Florida limited

More information

AMENDED AND RESTATED BY-LAWS OF TUCKAWAY SHORES HOMEOWNER S ASSOCIATION, INC. TABLE OF CONTENTS ARTICLE I NAME AND LOCATION...1

AMENDED AND RESTATED BY-LAWS OF TUCKAWAY SHORES HOMEOWNER S ASSOCIATION, INC. TABLE OF CONTENTS ARTICLE I NAME AND LOCATION...1 AMENDED AND RESTATED BY-LAWS OF TUCKAWAY SHORES HOMEOWNER S ASSOCIATION, INC. TABLE OF CONTENTS ARTICLE I NAME AND LOCATION...1 ARTICLE II DEFINITIONS...1 ARTICLE III MEETINGS OF MEMBERS...2 ARTICLE IV

More information

ARTICLES OF INCORPORATION OF ADMENDED HORSESHOE MOUNTAIN RANCH ESTATES OWNERS ASSOCIATION, INC.

ARTICLES OF INCORPORATION OF ADMENDED HORSESHOE MOUNTAIN RANCH ESTATES OWNERS ASSOCIATION, INC. ARTICLES OF INCORPORATION OF ADMENDED HORSESHOE MOUNTAIN RANCH ESTATES OWNERS ASSOCIATION, INC. KNOW ALL MEN BY THESE PRESENTS: THAT WE, the undersigned, natural persons of the age of twenty-one years

More information

The Woodlands at Lang Farm Homeowners Association By-Laws

The Woodlands at Lang Farm Homeowners Association By-Laws ARTICLE I: Establishment 1.1 Establishment of Homeowners' Association. This Homeowners' Association is hereby established by the Declarant hereof for the purpose of serving as the Design Review Entity

More information

BYLAWS WATERFORD HOMEOWNER S ASSOCIATION ARTICLE I

BYLAWS WATERFORD HOMEOWNER S ASSOCIATION ARTICLE I BYLAWS OF WATERFORD HOMEOWNER S ASSOCIATION ARTICLE I Section 1. Purpose. WATERFORD HOMEOWNER S ASSOCIATION is an Arizona nonprofit corporation organized to provide for maintenance, preservation and architectural

More information

DECLARATION OF BY-LAWS AND RESTRICTIVE COVENANTS BINDING SEVEN BAYS ESTATES UNLIMITED HOMEOWNERS AND HOMEOWNERS ASSOCIATION

DECLARATION OF BY-LAWS AND RESTRICTIVE COVENANTS BINDING SEVEN BAYS ESTATES UNLIMITED HOMEOWNERS AND HOMEOWNERS ASSOCIATION DECLARATION OF BY-LAWS AND RESTRICTIVE COVENANTS BINDING SEVEN BAYS ESTATES UNLIMITED HOMEOWNERS AND HOMEOWNERS ASSOCIATION ************************************************************************ This

More information

BYLAWS OF PRAIRIE PATHWAYS II CONDOMINIUM OWNER S ASSOCIATION, INC.

BYLAWS OF PRAIRIE PATHWAYS II CONDOMINIUM OWNER S ASSOCIATION, INC. BYLAWS OF PRAIRIE PATHWAYS II CONDOMINIUM OWNER S ASSOCIATION, INC. ARTICLE I: Plan of Administration Condominium Unit Ownership / Description of Real Property Certain property located in the Village of

More information

GENERAL ASSIGNMENT RECITALS

GENERAL ASSIGNMENT RECITALS GENERAL ASSIGNMENT This General Assignment is made as of the 30th day of April, 2018, by Bluesmart Inc., a Delaware corporation, with offices at 729 Minna Street, San Francisco, CA 94103, hereinafter referred

More information

SECTION I APPOINTMENT OF ESCROW AGENT

SECTION I APPOINTMENT OF ESCROW AGENT ESCROW AGREEMENT This Escrow Agreement (Agreement) is entered into as of, 2001, by the undersigned tobacco product manufacturer ( Manufacturer ) and, as Escrow Agent (the Escrow Agent ). WITNESSETH: WHEREAS,

More information

ARTICLES OF INCORPORATION CREEKSIDE WEST TOWNHOME OWNERS ASSOCIATION ARTICLE I NAME OF CORPORATION

ARTICLES OF INCORPORATION CREEKSIDE WEST TOWNHOME OWNERS ASSOCIATION ARTICLE I NAME OF CORPORATION ARTICLES OF INCORPORATION OF CREEKSIDE WEST TOWNHOME OWNERS ASSOCIATION ARTICLE I NAME OF CORPORATION The name of the Corporation shall be CREEKSIDE WEST TOWNHOME OWNERS ASSOCIATION (the Corporation or

More information

JERDONE ISLAND ASSOCIATION, INC. LAKE ANNA BUMPASS, VIRGINIA 23024

JERDONE ISLAND ASSOCIATION, INC. LAKE ANNA BUMPASS, VIRGINIA 23024 AMENDED AND RESTATED BY-LAWS JULY 2010 INDEX PAGE ARTICLE TITLE PAGE INDEX 1 DEFINITIONS 2-3 I MEMBERSHIP RESPONSIBILITIES AND PRIVILEGES 3-6 II STOCKHOLDERS MEETING 6-7 III BOARD OF DIRECTORS 7-8 IV OFFICERS

More information

GENERAL ASSIGNMENT RECITALS

GENERAL ASSIGNMENT RECITALS GENERAL ASSIGNMENT This General Assignment (the General Assignment ) is made as of the 6th day of December, 2016, by Pebble Industries, Inc., a Delaware corporation, with offices at 900 Middlefield Road,

More information

JH:SRF:JMG:brf AGENDA DRAFT 4/06/2016 ESCROW AGREEMENT

JH:SRF:JMG:brf AGENDA DRAFT 4/06/2016 ESCROW AGREEMENT 23090-12 JH:SRF:JMG:brf AGENDA DRAFT 4/06/2016 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the Agreement ) is dated as of May 1, 2016, and is entered into by and between the MT. DIABLO UNIFIED SCHOOL DISTRICT

More information

PAYMENT IN LIEU OF TAXES AGREEMENT

PAYMENT IN LIEU OF TAXES AGREEMENT PAYMENT IN LIEU OF TAXES AGREEMENT THIS AGREEMENT is made and entered into this the day of, 2014, by and among MOUNDSVILLE POWER, LLC, a Delaware limited liability company ( Moundsville Power ), THE COUNTY

More information

BYLAWS OF OCEANS EDGE CONDOMINIUM ASSOCIATION, INC. (A Corporation Not-for-Profit)

BYLAWS OF OCEANS EDGE CONDOMINIUM ASSOCIATION, INC. (A Corporation Not-for-Profit) BYLAWS OF OCEANS EDGE CONDOMINIUM ASSOCIATION, INC. (A Corporation Not-for-Profit) ARTICLE I - GENERAL Section 1 - Name and Address. These are the Bylaws of OCEANS EDGE CONDOMINIUM ASSOCIATION, INC. (the

More information

BYLAWS OF LAKEGROVE HOMEOWNERS ASSOCIATION, INC., A NONPROFIT CORPORATION

BYLAWS OF LAKEGROVE HOMEOWNERS ASSOCIATION, INC., A NONPROFIT CORPORATION BYLAWS OF LAKEGROVE HOMEOWNERS ASSOCIATION, INC., A NONPROFIT CORPORATION ARTICLE I. NAME AND LOCATION...1 ARTICLE II. DEFINITIONS...1 ARTICLE III. MEMBERS...2 ARTICLE IV. BOARD OF DIRECTORS...3 ARTICLE

More information

State of Florida. Department of State

State of Florida. Department of State State of Florida Department of State I certify the attached is a true and correct copy of the Articles of Incorporation of THE FOREST AT RIDGEWOOD HOMEOWNERS ASSOCIATION, INC., a Florida corporation, filed

More information

AMENDED AND RESTATED ARTICLES OF INCORPORATION ARIZONA BILTMORE ESTATES VILLAGE ASSOCIATION

AMENDED AND RESTATED ARTICLES OF INCORPORATION ARIZONA BILTMORE ESTATES VILLAGE ASSOCIATION AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ARIZONA BILTMORE ESTATES VILLAGE ASSOCIATION WHEREAS, the Articles of Incorporation of ARIZONA BILTMORE ESTATES VILLAGE ASSOCIATION were filed with the

More information

ESCROW AGREEMENT. Dated, Relating to

ESCROW AGREEMENT. Dated, Relating to CITY OF ANAHEIM, CALIFORNIA and U.S. BANK NATIONAL ASSOCIATION, Escrow Agent ESCROW AGREEMENT Dated, 2014 Relating to Certificates of Participation (1993 Land Acquisition Refinancing Project) Evidencing

More information

THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA acting as the governing body of the School District of Broward County, Florida and U.S. BANK NATIONAL ASSO

THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA acting as the governing body of the School District of Broward County, Florida and U.S. BANK NATIONAL ASSO THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA acting as the governing body of the School District of Broward County, Florida and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent SERIES 2010B ESCROW DEPOSIT

More information

ARTICLES OF INCORPORATION OF SPRING CREEK ASSOCIATION 451 Spring Creek Parkway Spring Creek, NV 89815

ARTICLES OF INCORPORATION OF SPRING CREEK ASSOCIATION 451 Spring Creek Parkway Spring Creek, NV 89815 ARTICLES OF INCORPORATION OF SPRING CREEK ASSOCIATION 451 Spring Creek Parkway Spring Creek, NV 89815 KNOW ALL MEN BY THESE PRESENTS: THAT we, the undersigned, a majority of whom are residents of the State

More information

BASICS COOPERATIVE BYLAWS (as amended, June 2012)

BASICS COOPERATIVE BYLAWS (as amended, June 2012) BASICS COOPERATIVE BYLAWS (as amended, June 2012) Article I Organization Section 1.1 Name. The name of the company is Basics Cooperative (referred to in these bylaws as "the Co-op"). Section 1.2 Purpose

More information

ARTICLES OF INCORPORATION OF ALDASORO RANCH HOMEOWNERS COMPANY

ARTICLES OF INCORPORATION OF ALDASORO RANCH HOMEOWNERS COMPANY 02/17/91 ARTICLES OF INCORPORATION OF ALDASORO RANCH HOMEOWNERS COMPANY The undersigned, desiring to establish a nonprofit corporation pursuant to the Colorado Nonprofit Corporation Act, hereby certifies:

More information

To achieve the conservation purposes, the following conditions and restrictions are set forth:

To achieve the conservation purposes, the following conditions and restrictions are set forth: DEED OF CONSERVATION EASEMENT (Conservation Subdivision District) STATE OF GEORGIA COUNTY OF COBB THIS DEED OF CONSERVATION EASEMENT (herein "Conservation Easement") is made this day of, 20, by and between

More information

Exhibit E Meyers Nave Draft 2/12/14 ESCROW AGREEMENT. by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG.

Exhibit E Meyers Nave Draft 2/12/14 ESCROW AGREEMENT. by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG. Exhibit E Meyers Nave Draft 2/12/14 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Escrow

More information

DEVELOPMENT SERVICES AGREEMENT

DEVELOPMENT SERVICES AGREEMENT DEVELOPMENT SERVICES AGREEMENT THIS DEVELOPMENT SERVICES AGREEMENT (the Agreement is made this day of, 2011 by and between, a nonprofit corporation, (the "Partnership;, a nonprofit corporation, as its

More information

ESCROW AGREEMENT. by and among HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES. and. U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Escrow Agent

ESCROW AGREEMENT. by and among HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES. and. U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Escrow Agent NP Draft 6/25/14 ESCROW AGREEMENT by and among HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES and U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Escrow Agent Dated 1, 2014 relating to: Harbor Department

More information

SITE LEASE. between. CITY OF WESTWOOD, KANSAS, as Site Lessor. and. SECURITY BANK OF KANSAS CITY, as Site Lessee

SITE LEASE. between. CITY OF WESTWOOD, KANSAS, as Site Lessor. and. SECURITY BANK OF KANSAS CITY, as Site Lessee Gilmore & Bell, P.C. Draft #2 March 7, 2014 SITE LEASE between CITY OF WESTWOOD, KANSAS, as Site Lessor and SECURITY BANK OF KANSAS CITY, as Site Lessee After Recording, return to: Nancy Midden Gilmore

More information

ESCROW AGREEMENT. Relating to the advance crossover refunding of the outstanding

ESCROW AGREEMENT. Relating to the advance crossover refunding of the outstanding ESCROW AGREEMENT Relating to the advance crossover refunding of the outstanding $11,998,678.35 aggregate denominational amount Piedmont Unified School District (Alameda County, California) General Obligation

More information

CITIZENS PROPERTY INSURANCE CORPORATION. and. REGIONS BANK, as Indenture Trustee and Escrow Agent ESCROW DEPOSIT AGREEMENT.

CITIZENS PROPERTY INSURANCE CORPORATION. and. REGIONS BANK, as Indenture Trustee and Escrow Agent ESCROW DEPOSIT AGREEMENT. GT Draft No. 3 11/20/14 CITIZENS PROPERTY INSURANCE CORPORATION and REGIONS BANK, as Indenture Trustee and Escrow Agent ESCROW DEPOSIT AGREEMENT Relating to Citizens Property Insurance Corporation High-Risk

More information

BYLAWS OF NORTHWEST VILLAGE OWNERS ASSOCIATION An Idaho Nonprofit Corporation

BYLAWS OF NORTHWEST VILLAGE OWNERS ASSOCIATION An Idaho Nonprofit Corporation BYLAWS OF NORTHWEST VILLAGE OWNERS ASSOCIATION An Idaho Nonprofit Corporation Table of Contents Section 1 Application of Bylaws Page 1 Section 2 Association of Unit Owners Page 1 Section 3 Meetings of

More information

ESCROW AGREEMENT BACKGROUND

ESCROW AGREEMENT BACKGROUND ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into effective as of the "Effective Date" as set forth on the signature page hereof, by and between the COUNTY OF DANE,

More information

ESCROW AGREEMENT (2003 CERTIFICATES) By and Between CITY OF FOUNTAIN VALLEY. and. MUFG UNION BANK, N.A., as Escrow Bank. Dated as of February 1, 2016

ESCROW AGREEMENT (2003 CERTIFICATES) By and Between CITY OF FOUNTAIN VALLEY. and. MUFG UNION BANK, N.A., as Escrow Bank. Dated as of February 1, 2016 Stradling Yocca Carlson & Rauth Draft of 12/29/15 ESCROW AGREEMENT (2003 CERTIFICATES) By and Between CITY OF FOUNTAIN VALLEY and MUFG UNION BANK, N.A., as Escrow Bank Dated as of February 1, 2016 Relating

More information

Articles of Incorporation

Articles of Incorporation Restated Articles of Incorporation Restated February 17, 2009 Note: The following is a history of the Articles of Incorporation: 1. Originally filed on August 11, 1993 (on file with the Arizona Corporation

More information

GLOUCESTER/SALEM COUNTIES BOARD OF REALTORS STANDARD FORM OF BROKER-SALESPERSON INDEPENDENT CONTRACTOR AGREEMENT

GLOUCESTER/SALEM COUNTIES BOARD OF REALTORS STANDARD FORM OF BROKER-SALESPERSON INDEPENDENT CONTRACTOR AGREEMENT 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 GLOUCESTER/SALEM COUNTIES BOARD OF REALTORS STANDARD

More information

BYLAWS OF OAK GROVE HOME OWNERS ASSOCIATION ARTICLE I NAME AND LOCATION ARTICLE II DEFINITIONS

BYLAWS OF OAK GROVE HOME OWNERS ASSOCIATION ARTICLE I NAME AND LOCATION ARTICLE II DEFINITIONS BYLAWS OF OAK GROVE HOME OWNERS ASSOCIATION ARTICLE I NAME AND LOCATION 1.1. Name. The name of the corporation, referred to in these Bylaws as the Association, is Oak Grove Home Owners Association. The

More information

ESCROW AGREEMENT (ACQUISITIONS)

ESCROW AGREEMENT (ACQUISITIONS) ESCROW AGREEMENT (ACQUISITIONS) THIS ESCROW AGREEMENT (ACQUISITIONS), (this "Escrow Agreement") is dated as of, and is by and among, a, taxpayer identification number ("Seller"), and, a, taxpayer identification

More information

RECITALS. Page 1 of 9

RECITALS. Page 1 of 9 INTERLOCAL AGREEMENT BETWEEN THE COUNTY OF VOLUSIA AND THE CITY OF DEBARY FOR REIMBURSEMENT OF UTILITY CONSTRUCTION AND A UTILITY SERVICE AGREEMENT FOR POTABLE WATER THIS AGREEMENT is entered into by and

More information

Colorado Secretary of State Date and Time: 02/27/ :44 PM Id Number: Document number:

Colorado Secretary of State Date and Time: 02/27/ :44 PM Id Number: Document number: Document processing fee If document is filed on paper $125.00 If document is filed electronically $ 25.00 Fees & forms/cover sheets are subject to change. To file electronically, access instructions for

More information

EXHIBIT D ESCROW AGREEMENT

EXHIBIT D ESCROW AGREEMENT EXHIBIT D ESCROW AGREEMENT This ESCROW AGREEMENT ( Escrow Agreement ) is made and entered into as of December 5, 2011 by and among the VIRGINIA DEPARTMENT OF TRANSPORTATION (the Department ), an agency

More information

DEVELOPMENT AGREEMENT

DEVELOPMENT AGREEMENT STATE OF NORTH CAROLINA COUNTY OF CHATHAM DEVELOPMENT AGREEMENT This Development Agreement (this Agreement ) is made and entered into as of the day of, 2009 (the Effective Date ), by and between the COUNTY

More information

LAKE FOREST RESORT AND CLUB CONDOMINIUM ASSOCIATION

LAKE FOREST RESORT AND CLUB CONDOMINIUM ASSOCIATION LAKE FOREST RESORT AND CLUB CONDOMINIUM ASSOCIATION RESTATED BY-LAWS (Effective 9.18.2009) The document titled Amended By-Laws of Lake Forest Resort and Club Condominium Association October 10, 1987 is

More information

ARTICLES OF INCORPORATION OF CAMBRIAN WOOD CONDOMINIUM, INC.

ARTICLES OF INCORPORATION OF CAMBRIAN WOOD CONDOMINIUM, INC. Articles of Incorporation of Cambrian Wood Condominium, Inc. 1 ARTICLES OF INCORPORATION OF CAMBRIAN WOOD CONDOMINIUM, INC. TO THE JUDGE OF PROBATE OF SHELBY COUNTY, ALABAMA: This is to certify that, for

More information

PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this Agreement ) made and entered into as of the day of, 2017 (the Effective Date ), by and between the Greenville County Library System (the

More information

CONSENT TO ASSIGNMENT OF LEASE

CONSENT TO ASSIGNMENT OF LEASE CONSENT TO ASSIGNMENT OF LEASE TO: AND TO: AND TO: AND TO: * ("Assignor" * ("Assignee" * ("Indemnifier" * ("Landlord" DATE: * WHEREAS A. By a lease dated the ** day of **, ** (the "Lease", the Landlord

More information

ESCROW AGREEMENT RELATING TO THE DEFEASANCE OF PORTIONS OF

ESCROW AGREEMENT RELATING TO THE DEFEASANCE OF PORTIONS OF ESCROW AGREEMENT RELATING TO THE DEFEASANCE OF PORTIONS OF $168,838,667.35 CHABOT-LAS POSITAS COMMUNITY COLLEGE DISTRICT (Alameda and Contra Costa Counties, California) General Obligation Bonds, Election

More information

Assignment of Leases and Rents

Assignment of Leases and Rents Assignment of Leases and Rents This ASSIGNMENT OF LEASES AND RENTS (this Assignment ) is given as of the day of, 20 by ( Assignor ) to ( Assignee ). RECITALS A. Assignor is the owner of the real property

More information

ARTICLES OF INCORPORATION OF MANGO PARK HOME OWNERS ASSOCIATION, INC.

ARTICLES OF INCORPORATION OF MANGO PARK HOME OWNERS ASSOCIATION, INC. ARTICLES OF INCORPORATION OF MANGO PARK HOME OWNERS ASSOCIATION, INC. A Corporation Not For Profit The undersigned hereby forms a corporation not for profit under Chapter 617, Florida Statutes, and certifies

More information

BYLAWS OF NICE MUTUAL WATER COMPANY ARTICLE I PRINCIPAL OFFICE

BYLAWS OF NICE MUTUAL WATER COMPANY ARTICLE I PRINCIPAL OFFICE BYLAWS OF NICE MUTUAL WATER COMPANY Amended and Restated By-Laws #3 ARTICLE I PRINCIPAL OFFICE The principal office for transaction of business of the Company is hereby fixed and located at Nice, in the

More information

SUBSCRIPTION ESCROW AGREEMENT (PRIVATE PLACEMENT)

SUBSCRIPTION ESCROW AGREEMENT (PRIVATE PLACEMENT) SUBSCRIPTION ESCROW AGREEMENT (PRIVATE PLACEMENT) THIS ESCROW AGREEMENT (PRIVATE PLACEMENT) ("Agreement") dated effective as of the day of,, among ("Company"), ("Placement Agent") and BOKF, NA ("Escrow

More information

The parties, intending to be legally bound, hereby agree as follows:

The parties, intending to be legally bound, hereby agree as follows: Exhibit 2.4(c) Escrow Agreement ESCROW AGREEMENT This Escrow Agreement, dated as of, 199_ (the "Closing Date"), among, a corporation ("Buyer"),, an individual resident in, ("A"), and, an individual resident

More information

CITY OF CALABASAS COMMUNITY FACILITIES DISTRICT NO SPECIAL TAX REFUNDING BONDS SERIES 2006 REFUNDING ESCROW AGREEMENT

CITY OF CALABASAS COMMUNITY FACILITIES DISTRICT NO SPECIAL TAX REFUNDING BONDS SERIES 2006 REFUNDING ESCROW AGREEMENT OH&S 8/28/17 Draft CITY OF CALABASAS COMMUNITY FACILITIES DISTRICT NO. 2001-1 SPECIAL TAX REFUNDING BONDS SERIES 2006 REFUNDING ESCROW AGREEMENT This REFUNDING ESCROW AGREEMENT (the Agreement ), made and

More information

ARTICLES OF INCORPORATION BEN OAKS HOMEOWNERS ASSOCIATION, INC.

ARTICLES OF INCORPORATION BEN OAKS HOMEOWNERS ASSOCIATION, INC. ARTICLES OF INCORPORATION OF BEN OAKS HOMEOWNERS ASSOCIATION, INC. In compliance with the requirements of Title 5, Subtitle 2 of the Corporations and Associations Article of the Annotated Code of Maryland,

More information

ARTICLES OF INCORPORATION =: -.- OF

ARTICLES OF INCORPORATION =: -.- OF =--. :-- _ : :,--:,-.t, --, The undersigned, acting as incorporator of a corporation under the Colorado Nonprofit corporation Act hereby certifies the following Articles: ARTICLE NAME I The name of the

More information

ESCROW AGREEMENT. Recitals

ESCROW AGREEMENT. Recitals ESCROW AGREEMENT THIS ESCROW AGREEMENT (the Agreement ) is made as of, 20 among Private Motorsports Group, LLC., ( Company ) an Arizona limited liability company and [ ], ( Member ) and Arizona Escrow

More information

ESCROW AGREEMENT. NOW THEREFORE, Seller, Purchaser and Escrow Agent agree to the terms of this Escrow Agreement as set forth herein.

ESCROW AGREEMENT. NOW THEREFORE, Seller, Purchaser and Escrow Agent agree to the terms of this Escrow Agreement as set forth herein. ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Escrow Agreement"), dated as of [ ], by and between Medical Supply Chain, Inc. (the "Seller") and [ ] (the "Purchaser") and U.S. Bank National Association,

More information

ARTICLES OF INCORPORATION 6TH STREET RUSKIN HOMEOWNERS ASSOCIATION, INC. (A FLORIDA CORPORATION NOT FOR PROFIT)

ARTICLES OF INCORPORATION 6TH STREET RUSKIN HOMEOWNERS ASSOCIATION, INC. (A FLORIDA CORPORATION NOT FOR PROFIT) ARTICLES OF INCORPORATION OF 6TH STREET RUSKIN HOMEOWNERS ASSOCIATION, INC. (A FLORIDA CORPORATION NOT FOR PROFIT) TABLE OF CONTENTS Page 1. Name of Corporation... 1 2. Principal Office... 1 3. Registered

More information

ESCROW DEPOSIT AND TRUST AGREEMENT

ESCROW DEPOSIT AND TRUST AGREEMENT 26085-06 JH:WJK:JAW 10/06/14 ESCROW DEPOSIT AND TRUST AGREEMENT by and between the SELMA UNIFIED SCHOOL DISTRICT and THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as Escrow Bank Dated, 2014 Relating

More information

ESCROW DEPOSIT AGREEMENT WIT N E SSE T H:

ESCROW DEPOSIT AGREEMENT WIT N E SSE T H: ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT, dated as of March 1, 2015, by and between the LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY, a political

More information

LIMITED FINANCIAL SERVICES AGREEMENT. THIS AGREEMENT dated for reference as of the day of, 20.

LIMITED FINANCIAL SERVICES AGREEMENT. THIS AGREEMENT dated for reference as of the day of, 20. LIMITED FINANCIAL SERVICES AGREEMENT THIS AGREEMENT dated for reference as of the day of, 20. BETWEEN: AND: THE OWNERS, PLAN, a Strata Corporation constituted under the laws of British Columbia and having

More information

AMENDED AND RESTATED BYLAWS AWB OWNERS ASSOCIATION, INC.

AMENDED AND RESTATED BYLAWS AWB OWNERS ASSOCIATION, INC. AMENDED AND RESTATED BYLAWS OF AWB OWNERS ASSOCIATION, INC. Recorded May 2016 TABLE OF CONTENTS Page ARTICLE I IDENTIFICATION AND APPLICABILITY... 1 Section 1.01. Identification and Adoption... 1 Section

More information

HOMEOWNERS ASSOCIATION BYLAWS FOR PICKETT PARK TOWNHOMES W I T N E S E T H:

HOMEOWNERS ASSOCIATION BYLAWS FOR PICKETT PARK TOWNHOMES W I T N E S E T H: HOMEOWNERS ASSOCIATION BYLAWS FOR PICKETT PARK TOWNHOMES W I T N E S E T H: These Bylaws are adopted by the Pickett Park Homeowners Association, Inc. and shall be effective when executed by the Declarant.

More information

BY-LAWS OF JACKSON SQUARE CONDOMINIUM ASSOCIATION, INC. ARTICLE I. PLAN OF UNIT OWNERSHIP

BY-LAWS OF JACKSON SQUARE CONDOMINIUM ASSOCIATION, INC. ARTICLE I. PLAN OF UNIT OWNERSHIP BY-LAWS OF JACKSON SQUARE CONDOMINIUM ASSOCIATION, INC. ARTICLE I. PLAN OF UNIT OWNERSHIP Section 1. Applicability. These By-Laws provide for the governance of the Condominium pursuant to the requirements

More information

ESCROW AGREEMENT This Escrow Agreement is made and entered into this day of, 20, by (the Company ) and. (the Escrow Agent ) and

ESCROW AGREEMENT This Escrow Agreement is made and entered into this day of, 20, by (the Company ) and. (the Escrow Agent ) and ESCROW AGREEMENT This Escrow Agreement is made and entered into this day of, 20, by (the Company ) and (the Escrow Agent ) and supersedes prior escrow agreements, if any, under which the Company and the

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event

More information

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF COBBLESTONE CONDOMINIUM ASSOCIATION, INC.

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF COBBLESTONE CONDOMINIUM ASSOCIATION, INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION OF COBBLESTONE CONDOMINIUM ASSOCIATION, INC. The undersigned hereby establishes a nonprofit corporation pursuant to the Colorado Nonprofit Corporation Act

More information

VILLAGES of HOMESTEAD AUDUBON VILLAGE HOMEOWNERS' ASSOCIATION, INC.

VILLAGES of HOMESTEAD AUDUBON VILLAGE HOMEOWNERS' ASSOCIATION, INC. ARTICLES of INCORPORATION of VILLAGES of HOMESTEAD AUDUBON VILLAGE HOMEOWNERS' ASSOCIATION, INC. In compliance with the requirements of Chapter 617, Florida Statutes, the undersigned, all of whom are residents

More information

ARTICLES OF INCORPORATION OF BRIDGEFIELD HOMEOWNERS ASSOCIATION, INC., AN ALABAMA NONPROFIT CORPORATION ARTICLE I - NAME

ARTICLES OF INCORPORATION OF BRIDGEFIELD HOMEOWNERS ASSOCIATION, INC., AN ALABAMA NONPROFIT CORPORATION ARTICLE I - NAME ARTICLES OF INCORPORATION OF BRIDGEFIELD HOMEOWNERS ASSOCIATION, INC., AN ALABAMA NONPROFIT CORPORATION We, the undersigned, hereby associated ourselves together, for the purpose of becoming incorporated

More information

(EXHIBIT A" TO ARTICLES OF INCORPORATION OF BRIDGEFIELD HOMEOWNER'S ASSOCIATION, INC., AN ALABAMA NON-PROFIT CORPORATION) BY-LAWS

(EXHIBIT A TO ARTICLES OF INCORPORATION OF BRIDGEFIELD HOMEOWNER'S ASSOCIATION, INC., AN ALABAMA NON-PROFIT CORPORATION) BY-LAWS (EXHIBIT A" TO ARTICLES OF INCORPORATION OF BRIDGEFIELD HOMEOWNER'S ASSOCIATION, INC., AN ALABAMA NON-PROFIT CORPORATION) BY-LAWS OF BRIDGEFIELD HOMEOWNER'S ASSOCIATION, INC. ARTICLE I - APPLICABILITY,

More information

DURABLE POWER OF ATTORNEY

DURABLE POWER OF ATTORNEY This document was prepared by: John Doe 123 Main Street Louisville, Kentucky 40201 Return To: John Doe 123 Main Street Louisville, Kentucky 40201 DURABLE POWER OF ATTORNEY OF John Doe I. PRINCIPAL AND

More information

ESCROW AGREEMENT (2008 CERTIFICATES)

ESCROW AGREEMENT (2008 CERTIFICATES) ESCROW AGREEMENT (2008 CERTIFICATES) Stradling Yocca Carlson & Rauth Draft of 9/1/16 THIS ESCROW AGREEMENT (2008 CERTIFICATES), dated as of 1, 2016 (the Agreement ), by and between the Yorba Linda Water

More information

INDIAN SPRINGS COLONY

INDIAN SPRINGS COLONY INDIAN SPRINGS COLONY ARTICLES RULES AND OF INCORPORATION REGULATIONS OF INDIAN SPRINGS COLONY FIRST, A CONDOMINIUM REFORMATTED SEPTEMBER 24 OCTOBER 2018 2018 The following information has been formatted

More information

General Assignment Of Leases And Rents

General Assignment Of Leases And Rents Page 1 of 8 General Assignment Of Leases And Rents This Agreement made as of the day of, 2, between: (the Assignor ) of the first part, and Canadian Imperial Bank of Commerce (the Assignee ) of the second

More information

PROPOSED SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WILDCAT RUN COMMUNITY ASSOCIATION, INC.

PROPOSED SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WILDCAT RUN COMMUNITY ASSOCIATION, INC. PROPOSED SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WILDCAT RUN COMMUNITY ASSOCIATION, INC. SUBSTANTIAL REWORDING OF ARTICLES OF INCORPORATION SEE CURRENT ARTICLES OF INCORPORATION FOR CURRENT

More information

ESCROW AGREEMENT. Vyas Realty Law (o) (f) 1100 Navaho Dr. (Suite 105) Raleigh, NC

ESCROW AGREEMENT. Vyas Realty Law (o) (f) 1100 Navaho Dr. (Suite 105) Raleigh, NC ESCROW AGREEMENT This Agreement is entered into on the date set forth on the signature page attached hereto by and among DIY Tiny, Inc. (the Company ) and Vyas Realty Law (the Escrow Agent ). Collectively,

More information

COMMERCIAL PROPERTY ASSESSED CLEAN ENERGY ( C-PACE ) AGREEMENT

COMMERCIAL PROPERTY ASSESSED CLEAN ENERGY ( C-PACE ) AGREEMENT COMMERCIAL PROPERTY ASSESSED CLEAN ENERGY ( C-PACE ) AGREEMENT THIS AGREEMENT is made and entered into as of the day of, 2013, by and between [INSERT TOWN NAME], CONNECTICUT, a municipal corporation organized

More information

Subordination, Non-Disturbance and Attornment Agreements in Commercial Leasing and Real Estate Finance

Subordination, Non-Disturbance and Attornment Agreements in Commercial Leasing and Real Estate Finance Presenting a live 90-minute webinar with interactive Q&A Subordination, Non-Disturbance and Attornment Agreements in Commercial Leasing and Real Estate Finance Drafting and Negotiating SNDA Agreements

More information

SITE LEASE. Dated as of April 1, between the. ELK GROVE UNIFIED SCHOOL DISTRICT as lessor. and the

SITE LEASE. Dated as of April 1, between the. ELK GROVE UNIFIED SCHOOL DISTRICT as lessor. and the TO BE RECORDED AND WHEN RECORDED RETURN TO: Lozano Smith, LLP One Capitol Mall, Suite 640 Sacramento, California 95814 Attention: Daniel M. Maruccia Lozano Smith, LLP Draft #2 3/3/2016 THIS TRANSACTION

More information

SAMPLE DURABLE POWER OF ATTORNEY. John Doe

SAMPLE DURABLE POWER OF ATTORNEY. John Doe This document was prepared by: John Doe 123 Elm Street City, Alabama 12345 Return To: John Doe 123 Elm Street City, Alabama 12345 DURABLE POWER OF ATTORNEY OF John Doe I. PRINCIPAL AND ATTORNEY-IN-FACT

More information

THIS IS A SAMPLE OF A LEASE AGREEMENT. YOU SHOULD CONSULT AN EQUINE ATTORNEY IN YOUR OWN STATE FOR A PERSONALIZED AGREEMENT SPECIFIC TO THE TERMS OF YOUR LEASE PARTIES. January 1, 2014-January 1, 2015

More information

MEMORANDUM OF UNDERSTANDING TO CONVEY LAND

MEMORANDUM OF UNDERSTANDING TO CONVEY LAND MEMORANDUM OF UNDERSTANDING TO CONVEY LAND This Memorandum of Understanding to Convey Land ("MOU") is made as of this day of December, 2016, by and between Pueblo West Metropolitan District, a Colorado

More information

DURABLE POWER OF ATTORNEY

DURABLE POWER OF ATTORNEY This document was prepared by: John Doe 123 Main Street Boston, Massachusetts 02108 Return To: John Doe 123 Main Street Boston, Massachusetts 02108 DURABLE POWER OF ATTORNEY OF John Doe I. PRINCIPAL AND

More information

BYLAWS OF WATER RIDGE CONDOMINIUM ASSOCIATION A non-stock corporation not for profit Under the laws of the State of Virginia ARTICLE 1 GENERAL MATTERS

BYLAWS OF WATER RIDGE CONDOMINIUM ASSOCIATION A non-stock corporation not for profit Under the laws of the State of Virginia ARTICLE 1 GENERAL MATTERS BOOK 1091 PAGE 479 Exhibit A BYLAWS OF WATER RIDGE CONDOMINIUM ASSOCIATION A non-stock corporation not for profit Under the laws of the State of Virginia ARTICLE 1 GENERAL MATTERS Section 1.1 Name. The

More information

ARTICLES OF INCORPORATION OF STORAGESHOPUSA MCFARLAND CONDOMINIUM UNIT OWNERS ASSOCIATION, INC.

ARTICLES OF INCORPORATION OF STORAGESHOPUSA MCFARLAND CONDOMINIUM UNIT OWNERS ASSOCIATION, INC. ARTICLES OF INCORPORATION OF STORAGESHOPUSA MCFARLAND CONDOMINIUM UNIT OWNERS ASSOCIATION, INC. The undersigned incorporator of a corporation organized under the Wisconsin Non- Stock Corporation Law contained

More information

ARTICLES OF INCORPORATION TRAPPERS VIEW HOMEOWNERS ASSOCIATION, INC.

ARTICLES OF INCORPORATION TRAPPERS VIEW HOMEOWNERS ASSOCIATION, INC. ARTICLES OF INCORPORATION OF TRAPPERS VIEW HOMEOWNERS ASSOCIATION, INC. In compliance with the requirements of the Colorado Nonprofit Corporation Act, Section 7-20- 101 through 7-29-106, C. R. S. 1973,

More information

SAMPLE DURABLE POWER OF ATTORNEY. John Doe

SAMPLE DURABLE POWER OF ATTORNEY. John Doe This document was prepared by: John Doe 123 Main Street Appleton, Wisconsin 54911 Return To: John Doe 123 Main Street Appleton, Wisconsin 54911 DURABLE POWER OF ATTORNEY OF John Doe IMPORTANT INFORMATION

More information

VIRGINIA ASSOCIATION OF REALTORS Commercial Purchase Agreement

VIRGINIA ASSOCIATION OF REALTORS Commercial Purchase Agreement VIRGINIA ASSOCIATION OF REALTORS Commercial Purchase Agreement Each commercial transaction is different. This form may not address your specific purpose. This is a legally binding document. If not understood,

More information

BYLAWS OF HAWKS RESERVE CONDOMINIUMS OWNERS ASSOCIATION, INC. ARTICLE I NAME AND ADDRESS

BYLAWS OF HAWKS RESERVE CONDOMINIUMS OWNERS ASSOCIATION, INC. ARTICLE I NAME AND ADDRESS BYLAWS OF HAWKS RESERVE CONDOMINIUMS OWNERS ASSOCIATION, INC. ARTICLE I NAME AND ADDRESS 1.01. Name; Purpose. The name of the corporation shall be Hawks Reserve Condominiums Owners Association, Inc. (the

More information

EXEMPT FROM CLERK S FEE PURSUANT TO VIRGINIA CODE SECTION EXEMPT FROM RECORDATION TAXES PURSUANT TO VIRGINIA CODE SECTION

EXEMPT FROM CLERK S FEE PURSUANT TO VIRGINIA CODE SECTION EXEMPT FROM RECORDATION TAXES PURSUANT TO VIRGINIA CODE SECTION Tax Map Parcel Number: 56-A-104 EXEMPT FROM CLERK S FEE PURSUANT TO VIRGINIA CODE SECTION 17.1-266 EXEMPT FROM RECORDATION TAXES PURSUANT TO VIRGINIA CODE SECTION 58.1-811.E GROUND LEASE THIS GROUND LEASE,

More information

WASHINGTON DC GENERAL POWER OF ATTORNEY FORM

WASHINGTON DC GENERAL POWER OF ATTORNEY FORM WASHINGTON DC GENERAL POWER OF ATTORNEY FORM I. NOTICE - This legal document grants you (Hereinafter referred to as the Principal ) the right to transfer unlimited financial powers to someone else (Hereinafter

More information

ARTICLES OF INCORPORATION IRONWOOD VILLAS CONDOMINIUM ASSOCIATION, INC. A corporation not for profit under the laws of the State of Florida

ARTICLES OF INCORPORATION IRONWOOD VILLAS CONDOMINIUM ASSOCIATION, INC. A corporation not for profit under the laws of the State of Florida ARTICLES OF INCORPORATION OF IRONWOOD VILLAS CONDOMINIUM ASSOCIATION, INC. A corporation not for profit under the laws of the State of Florida The undersigned hereby associate themselves for the purpose

More information

ESCROW AGREEMENT - MAINTENANCE

ESCROW AGREEMENT - MAINTENANCE ESCROW AGREEMENT - MAINTENANCE This ESCROW AGREEMENT (the Agreement ) is made and entered into this day of,, by and between the City of O Fallon, Missouri, a Missouri municipal corporation (hereinafter

More information

COMMERCIAL PROPERTY ASSESSED CLEAN ENERGY ( C-PACE ) AGREEMENT

COMMERCIAL PROPERTY ASSESSED CLEAN ENERGY ( C-PACE ) AGREEMENT COMMERCIAL PROPERTY ASSESSED CLEAN ENERGY ( C-PACE ) AGREEMENT THIS AGREEMENT is made and entered into as of the day of, 2015, by and between [TOWN NAME], CONNECTICUT, a municipal corporation organized

More information

SECRETARY OF STATE CERTIFICATE OF INCORPORATION SPRINGBROOK OWNERS ASSOCIATION, INC. CHARTER NUMBER

SECRETARY OF STATE CERTIFICATE OF INCORPORATION SPRINGBROOK OWNERS ASSOCIATION, INC. CHARTER NUMBER SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF SPRINGBROOK OWNERS ASSOCIATION, INC. CHARTER NUMBER 1364887-01 The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles

More information

SHARE PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT B E T W E E N: "Purchaser" - and - GARDEN CITY FOOD COOPERATIVE "Vendor" LANCASTER BROOKS & WELCH LLP Barristers and Solicitors 80 King Street, Box 790 St. Catharines, ON L2R 6Z1

More information

ASSIGNMENT OF LEASES AND RENTS

ASSIGNMENT OF LEASES AND RENTS ASSIGNMENT OF LEASES AND RENTS THIS ASSIGNMENT OF LEASES AND RENTS (as the same may be amended, modified or supplemented from time to time, the Assignment ), dated as of the day of, 2011, from Four-G,

More information

ESCROW AGREEMENT. between the COUNTY OF SAN JOAQUIN. and. U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent. Dated as of December 1, 2017

ESCROW AGREEMENT. between the COUNTY OF SAN JOAQUIN. and. U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent. Dated as of December 1, 2017 OHS DRAFT 11/10/2017 ESCROW AGREEMENT between the COUNTY OF SAN JOAQUIN and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent Dated as of December 1, 2017 Relating to the SAN JOAQUIN COUNTY PUBLIC FACILITIES

More information

SUBSTANTIAL AMENDMENT OF ENTIRE ARTICLES OF INCORPORATION. FOR PRESENT TEXT SEE EXISTING ARTICLES OF INCORPORATION.

SUBSTANTIAL AMENDMENT OF ENTIRE ARTICLES OF INCORPORATION. FOR PRESENT TEXT SEE EXISTING ARTICLES OF INCORPORATION. NOTE: SUBSTANTIAL AMENDMENT OF ENTIRE. FOR PRESENT TEXT SEE EXISTING. AMENDED AND RESTATED OF EAGLEWOOD WEST CONDOMINIUM ASSOCIATION OF NAPLES, INC. Pursuant to Section 617.1007, Florida Statutes, the

More information

SUMTER COUNTY, FLORIDA GLORIA HAYWARD, CLERK OF CIRCUIT COURT 03/30/ :59:18PM PAGE 54 OF 84 RESTRICTIONS B-1753 P-322

SUMTER COUNTY, FLORIDA GLORIA HAYWARD, CLERK OF CIRCUIT COURT 03/30/ :59:18PM PAGE 54 OF 84 RESTRICTIONS B-1753 P-322 850-205-0381 2/16/2007 11:10 PAGE 002/002 Florida Dept of State 03/30/2007 12:59:18PM PAGE 54 OF 84 RESTRICTIONS B-1753 P-322 February 16, 2007 DANA PLAZA CONDOMINIUM ASSOCIATION, INC. 9485 REGENCY SQUARE

More information