BUILD NYC RESOURCE CORPORATION PROJECT COST/BENEFIT ANALYSIS April 5 th, 2018

Transcription

1 BUILD NYC RESOURCE CORPORATION PROJECT COST/BENEFIT ANALYSIS April 5 th, 2018 APPLICANT Friends of Hebrew Public, Inc Stillwell Avenue Brooklyn, New York PROJECT LOCATION 166 Kings Highway Brooklyn, New York A. Project Description: Friends of Hebrew Public, Inc. ( Friends ), a New York not-for-profit corporation that is seeking recognition as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ) or a New York limited liability company ( HPLLC ) whose sole member is National Center for Hebrew Language Charter School Excellence and Development, Inc. ( Hebrew Public ), a Delaware nonstock corporation exempt from federal taxation pursuant to 501(c)(3) of the Code, as borrower. Hebrew Public is seeking approximately $35,000,000 in tax-exempt revenue bonds in one or more series as part of a plan to 1) acquire approximately 17,420 square foot parcel of land located at 166 Kings Highway, Brooklyn, New York (the Land ); (2) demolish the existing improvements located on the Land; (3) construct, furnish and equip an approximately 34,570 square foot building comprised of three above-ground stories for general classroom and administrative use and a cellar with mechanical equipment, together with related site improvements (the Facility ); and (4) pay capitalized interest and certain costs related to the issuance of the bonds. Friends will be the Borrower and owner of the Land and the Facility if Friends has been recognized as a 501(c)(3) organization prior to the date of issuance of the Bonds. Otherwise, HPLLC will be the initial Borrower and owner of the Project Site and the Facility, with the expectation that Friends will become the sole member of HPLLC after such time, and to the extent, Friends is recognized by the Internal Revenue Service as an organization described in Section 501(c)(3) of the Code. The Land and the Facility will be leased to Hebrew Language Academy Charter School 2 (HLA2), a New York not-for-profit corporation recognized as an organization described in Section 501(c)(3) of the Code, to be operated as a charter school providing educational services for students in kindergarten through Grade 5. B. Costs to City (New York City taxes to be exempted): Mortgage Recording Tax Benefit: $ 568,750 Estimated NYC Forgone Income Tax on Bond Interest: (estimated NPV %)* 431,992 Total Cost to NYC $ 1,000,742 *The exact amount of personal income tax revenue that will be lost as a result of this transaction depends on factors including (but not limited to) the percentage of bond bought by entities subject to New York City personal income taxes, the interest income generated from the bonds and the tax rate applied to bond purchasers. C. Benefit to City (Estimated NYC direct and indirect taxes to be generated by Company) (estimated NPV %): $ 3,035,637

2 Core Application - Project Information BENEFITS APPLICATION Applicant Name: Friends of Hebrew Public, Inc. (FOHP) Name of operating company (if different from Applicant): Hebrew Language Academy Charter School 2 (HLA2) Operating Company Address: 1870 Stillwell Ave., Brooklyn, NY Website Address: [n/a for applicant] EIN #: applicant NAICS Code: applicant; HLA2 State and date of incorporation or formation: New York; Feb 27, 2017 applicant Applicant is (check one of the following, as applicable): Qualified to conduct business in NY? Yes No General Partnership Limited Partnership C Corporation S Corporation Limited Liability Company Natural Person 501(c)(3) Organization* Other: Are any securities of Applicant publicly traded? Yes No *Application pending Applicant Contact Information Name/Title Company Address Phone Applicant Contact Person Attorney for school Jon Rosenberg, President and CEO Cliff Schneider, Esq. Hebrew Public, Inc. Cohen Schneider LLP th St., Suite 1703, New York, NY Madison Ave., 19 th Floor, New York, NY Attorney for applicant Richard Krainin, Esq. Arent Fox LLP 1675 Broadway New York, NY Accountant Michelle Cain, CPA Mengel Metger Barr & Co 100 Chestnut St., Ste. 1200, Rochester, NY Consultant/Other See Applicant Contact Above Underwriter Eric Duran, Managing Director D.A. Davidson & Co Market St., Ste. 300, Denver, CO Applicable Financial Assistance Please provide the estimated value of each type of the following Project Financial Assistance being requested. Please discuss with the Project Manager who has been assigned to your project regarding the estimation of the Requested Financial Assistance. Please note the following: When Build NYC is the entity providing Financial Assistance, the Project Financial Assistance may be limited to an exemption from mortgage recording taxes and tax-exempt conduit bond financing. 1

3 Core Application - Project Information Requested Financial Assistance Estimated Value of Requested Financial Assistance Bond Financing Not to exceed $35,000,000 Real Estate Tax Benefits $0 Sales Tax Waiver $0 Mortgage Recording Tax Benefit $0 Background Please provide a brief description of the Applicant s history and nature of its business, including a description of the industry, competitors and services offered, on a separate sheet. Please refer to the Private Schools Policy if the Applicant is a private elementary and/or secondary school that provides education for any or all of grades K through 12. See attached Proposed Project Activities Please provide answers to the following four questions on a separate page. See attached 1. Please provide a brief overview of the entire proposed Project, including the type, purpose and proposed location. If necessary, break down by tax lot to describe activities at each Project location 2. Please provide a brief description of how the proposed Project will affect current operations. 3. Please provide a brief description of renovations/construction of the proposed Project. 4. Please provide a brief timeline for the entire proposed Project. 5. Please provide a statement indicating the likelihood that the project would not be undertaken but for the financial assistance requested from the Agency or, if the project could be undertaken without such financial assistance, why the project should be undertaken by the Agency. Project Financing Amounts provided should be aggregates for all Project Locations. Sources of Funds (If needed use an additional sheet to indicate all sources and uses) Total Uses Uses of Funds Land & Building Acquisition Construction Hard Costs Construction Soft Costs Fixed Tenant Improvements Furnishings & Equipment Debt Service Reserve Fund Capitalized Interest Bond Proceeds Commercial Financing (Loan 1) Commercial Financing (Loan 2) Affiliate/ Employee Loans Capital Campaign Company Funds Public Funds (Identify)*: Other (Identify): $9,000,000 $9,000,000 $10,880,000 $10,880,000 $4,478,142 $4,478, $1,208, $1,208, $4,157, $4,157,

4 Core Application - Project Information Costs of Issuance $1,448,000 $1,448,000 Fees (explain): Construction Monitoring Other (explain) Original Issue Discount Other (explain) Rounding Amount $75,000 $75,000 $1,645,000 $1,645,000 $7, $7, Total Sources $32,900,000** $32,900,000** % of each 100% source category * Please provide project costs to be financed from public sector sources (for example, City or State capital grant). ** Amounts preliminary, subject to change. Aggregate amount not to exceed $35,000,000. Sourcing Please check where machinery, equipment and furnishings will be purchased and what percentage of total machinery, equipment, and furnishings relating to the Project this will represent: New York City New York State (excluding NYC) United States (excluding NYS & NYC) Outside United States N/A No equipment is planned to be purchased for this Project 100% % of Total? % of Total? % of Total? Operating Pro Forma (for NYCIDA applicants only) N/A Please provide an operating pro forma or other financial analysis demonstrating how NYCIDA assistance is needed in order to make the Project feasible. Private School Questions (for Build NYC Private School applicants only) N/A Please review Build NYC s Private School Policy prior to completing the Benefit Application. 1. At least 50 percent of enrolled students are New York City residents. Yes No 2. If your school provides education to any of grades 9 through 12, it is registered with the New York State Department of Education as an eligible education institution. Yes No 3. If your school was formed under the Education Law of the State of New York, it is chartered by the New York Board of Regents. Yes No 4. If your school provides education to any of grades K through 8, it (a) is registered with the New York State Department of Education or (b) will be evaluated by an independent professional (acceptable to Build NYC s staff in their sole discretion) as providing an education equivalent to that provided by public schools in the State of New York. Yes No 5. Please provide a written plan that demonstrates an existing or planned commitment to aid the City s public school system, nonprofit organizations and/or community groups through the sharing of its facilities. Project Manager will identify appropriate and quantifiable metrics in respect of this requirement. The Private School will be required to provide annual written reports to Build NYC demonstrating its performance, as measured by such metrics. 6. The Board of Trustees or the Chief Executive Officer of your school will designate a full-time staff member to coordinate the community service activities and aid to be provided by your school pursuant to paragraph 5 above. Yes No 7. What is your school s maximum tuition for the academic year? If it exceeds $13,877, then please answer Question 8: 8. Please indicate whether your school meets the following criteria: a. Financial aid equal to at least 12 percent of the Private School s gross tuition revenues must be made available to, and used by, students who are City residents. Yes No 3

5 Core Application - Project Information b. At least 20 percent of students who are both City residents and recipients of financial aid must receive financial aid equal to or greater than 50 percent of tuition. Yes No c. At least 10 percent of students who are both City residents and recipients of financial aid must receive financial aid equal to or greater than 75 percent of tuition. Yes No 4

6 Core Application Proposed Project Packet Please complete Proposed Project Packet for EACH Project Location Project Location Detail Project Location Project Location # 1 of 1 Borough/Block/Lot: Brooklyn/6619/42 Street address and zip code: 166 Kings Highway, Brooklyn, NY Zoning: R-6B Number of Floors: 3 Square footage of existing building: 4,700 Square footage of land: 0 Anticipated square footage of building following construction and/or renovation: 34,570 sq. ft. Anticipated square footage of non-building improvements following construction and/or renovation (i.e., parking lot construction): N/A Intended use(s) of site (check all that apply): Retail Manufacturing/Industrial Office Non-profit For ALL USES other than Non-profit or Retail, please also complete Energy Questionnaire Is there any improved space which is currently occupied by existing subtenant(s) (whether Affiliates or otherwise)? Yes No Will any improved space be occupied by subtenant(s) (whether Affiliates or otherwise)? Yes No If yes to either, please attach a separate sheet and provide details such as (1) name of subtenant business(es) (whether Affiliates or otherwise), (2) square footage of subtenant operations, (3) subtenant lease commencement and termination dates, and (4) copies of leases. Anticipated Ownership of Premises 1. Please check all that apply: Applicant expects to be the fee simple owner of the Project Location (Projected) Acquisition date: May/June 2018 X Applicant expects to lease the Project Location to HLA 2 (Projected) Lease signing date: May/June 2018 If you checked the box above, please select one of the following: X Lease is for an entire building and property Lease is for a portion of the building and/or property. None of the above categories fully describe Applicant s interest or intended interest in the Project Location, which may be more accurately described in a supplementary document (attached). 2. If an Affiliate owns or controls (or will own or control) a Project Location, then describe such Affiliate by choosing one of the following selections and completing the chart provided below: General Partnership Limited Partnership C Corporation S Corporation Limited Liability Company 501(c)(3) Organization Natural Person Other (specify): Name of Affiliate: Hebrew Language Academy Charter School 2 EIN # of Affiliate: Address of Affiliate: 1870 Stillwell Ave., Brooklyn, NY Affiliation of Affiliate to Applicant: FOHP s mission is to support Hebrew language schools. Contact Person: Jon Rosenberg Title of Contact Person: President and CEO of Hebrew Public, Inc. Phone Number(s):

7 Core Application - Proposed Project Packet Please complete Proposed Project Packet for EACH Project Location Employment Information* The following information will be used as part of the Agency s calculation of the benefit of the Project, and as a basis for the comparison with the employment information that the Applicant will be required to report on an annual basis for the term of the Project Agreement. In addition, information included in the Estimated New-growth Employment (section 6) will be used to determine eligibility for participation in the HireNYC Program. For program information, visit nycedc.com/hirenyc. If eligible for HireNYC Program participation, NYCEDC will provide additional details. For all responses below, please note that part-time ( PT ) employees work an average of between 17.5 and 35 hours per week, and full-time ( FT ) employees work 35 hours or more per week. Hourly wages should represent the pay rate and are exclusive of overtime. For any salaried employees, please divide the annual salary by 1,820 (working hours per year) to produce an hourly wage. Wage information should exclude principals. 1. Anticipated Facility Operations Start Date at the Project Location: July Regarding employees the Applicant employed throughout New York City as of the last pay period: Number of PT employees: -0- Number of FT employees: Regarding employment if Applicant currently occupies and operates at the Project Location: N/A Hourly wage of lowest compensated PT employees: Hourly wage of lowest compensated FPT employees: Number of PT employees: Number of PT employees who are NYC residents: Number of FT employees: Number of FY employees who are NYC residents: 4a. Regarding employees the Applicant expects to employ throughout New York City on the Facility Operations Start Date: Number of PT employees: 3 Number of FT employees: 56 4b. How many of these employees are expected to be located to the Project Location on or about the Facility Operations Start Date? Number of PT employees: 3 Number of FT employees: Regarding all employees at the Project Location on the Facility Operations Start Date: *All employment information is for HLA2. FOHP currently has no employees and doesn t anticipate having any employees in connection with the project. Industrial Jobs Restaurant Jobs Retail Jobs Other Jobs Total Jobs Total Number of PT employees 3 3 Number of PT employees who are NYC residents 3 3 Average hourly wage $ per hour $ per hour $ per hour $19 per hour $19 per hour Highest hourly wage $ per hour $ per hour $ per hour $19 per hour $19 per hour Lowest hourly wage $ per hour $ per hour $ per hour $19 per hour $19 per hour Average fringe benefit rate $ per year $ per year $ per year N/A per year N/A per year Total Number of FT employees Number of FT employees who are NYC residents Average hourly wage $ per hour $ per hour $ per hour $30 per hour $30 per hour Highest hourly wage $ per hour $ per hour $ per hour $39 per hour $39 per hour Lowest hourly wage $ per hour $ per hour $ per hour $19 per hour $19 per hour Average fringe benefit rate $ per year $ per year $ per year $16,850 per year $16,850 per year 5

8 Core Application - Proposed Project Packet Please complete Proposed Project Packet for EACH Project Location 6. Estimated New-growth Employment. Complete the following chart to indicate the number of new employees that are expected to be hired at the Project Location in each year. Note: Year 1 is the year following the Facility Operations Start Date; Year 2 is the second year following that date; Year 3 is the third, etc. 21/22 22/23 23/24 Years following Facility Operations Start Date Total New Growth Total PT employees PT employees who are NYC residents Industrial PT employees Restaurant PT employees Retail PT employees Other PT employees Total FT employees FT employees who are NYC residents Industrial FT employees Restaurant FT employees Retail FT employees Other FT employees Wage and Benefits Information 7. For all new employees at the Project Location (again, excluding Principals) expected to be hired during the three-year period following the Facility Operations Start Date, please project the following: Industrial Jobs Restaurant Jobs Retail Jobs Other Jobs Total Jobs Average hourly PT wage $ per hour $ per hour $ per hour $21 per hour $21 per hour Lowest hourly PT wage $ per hour $ per hour $ per hour $21 per hour $21 per hour Average fringe benefit PT rate $ per year $ per year $ per year N/A per year N/A per year Average hourly FT wage $ per hour $ per hour $ per hour $32 per hour $32 per hour Lowest hourly FT wage $ per hour $ per hour $ per hour $21 per hour $21 per hour Average fringe benefit FT rate $ per year $ per year $ per year $18,000 per year $18,000 per year 8. Generally describe all other forms of compensation and benefits that Permanent Employees will receive. Examples: healthcare, employercontributions for retirement plans, on-the-job training, reimbursement for educational expenses, etc. See attached 9. Please indicate whether the Applicant or any of its Affiliates will be required to provide health coverage to its employees pursuant to the federal Patient Protection and Affordable Care Act (the Act ). If yes, please provide an overview of the applicable requirements under the Act and an explanation of how the Applicant plans to comply with such requirements. If no, please explain why. Yes; see attachment to #8 above 10. Is your company currently providing paid sick time to employees in accordance with the Earned Sick Time Act (Chapter 8 of Title 20 of the NYC Administrative Code) and otherwise in compliance with such law? If yes, please provide an explanation of your company s paid and unpaid sick time policy. If no, please explain why. Yes see attached 6

9 Labor Labor The Applicant and its Affiliates hereinafter will be referred to collectively as the Companies or individually as a Company. If none of the following questions apply to any of these Companies, answer NO ; but, for any question that does apply, be sure to specify to which of the Companies the answer is relevant. 1. Have any of the Companies during the current calendar year or any of the five preceding calendar years experienced labor unrest situations, including actual or threatened labor strikes, hand billing, consumer boycotts, mass demonstrations or other similar incidents? Yes X No If Yes, please explain on an attached sheet 2. Have any of the Companies received any federal and/or state unfair labor practices complaints asserted during the current calendar year or any the five calendar years preceding the current calendar year? Yes X No If Yes, please describe and explain current status of complaints on an attached sheet 3. Do any of the Companies have pending or threatened requests for arbitration, grievance proceedings or other labor disputes during the current calendar year or any of the five calendar years preceding the current calendar year? Yes No If Yes, please explain on an attached sheet 4. Are all employees of the Companies permitted to work in the United States? X Yes No If No, please provide details on an attached sheet. Do the Companies complete and retain all required documentation related to this inquiry, such as Employment Eligibility Verification (I-9) forms? X Yes No If No, please explain on an attached sheet 5. Has the United States Department of Labor, the New York State Department of Labor, the New York City Office of the Comptroller or any other local, state or federal department, agency or commission having regulatory or oversight responsibility with respect to workers and/or their working conditions and/or their wages, inspected the premises of any Company or audited the payroll records of any Company during the current or preceding three year calendar years? Yes X No If Yes, please use an attached sheet to briefly describe the nature and date of the inspection and the inspecting governmental entity. Briefly describe the outcome of the inspection, including any reports that may have been issued and any fines or remedial or other requirements imposed upon any of the Companies as a consequence. 6. Have any of the Companies incurred, or potentially incurred, any liability (including withdrawal liability) with respect to an employee benefit plan, including a pension plan? Yes X No If Yes, please use an attached sheet to quantify the liability and briefly describe its nature. Refer to any governmental entities that have had regulatory contact with the Company in connection with the liability. 7. Are the practices of any of the Companies now, or have they been at any time during the current or preceding five calendar years, the subject of any complaints, claims, proceedings or litigation arising from alleged discrimination in the hiring, firing, promoting, compensating or general treatment of employees? Yes No If Yes, provide details on an attached sheet. Note discrimination includes sexual harassment. 7

10 Financials Financials and Anti-Raiding 1. Has Applicant, any Affiliate, or Principal, or any close relative of any Principal, ever received, or is any such person or entity currently receiving, financial assistance or any other kind of non-discretionary benefit from any Public Entities? Yes X No If Yes, please provide details on an attached sheet. 2. Has Applicant, or any Affiliate or Principal, or any existing or proposed occupant at the Project Location(s), obtained, or is any such person or entity in the process of obtaining, or contemplating obtaining, other assistance from the NYCIDA/Build NYC and/or other Public Entities? Yes X No If Yes, please provide details on an attached sheet. 3. Has Applicant, or any Affiliate or Principal, ever defaulted on a loan or other obligation to a Public Entity? Yes X No If Yes, please provide details on an attached sheet. 4. Has real property in which Applicant, or Affiliate or Principal, holds or has ever held an ownership interest and/or controlling interest of 25 percent or more, now or ever been (i) the subject of foreclosure (including a deed in lieu of foreclosure), or (ii) in arrears with respect to any type of tax, assessment or other imposition? Yes X No If Yes, please provide details on an attached sheet. 5. Does Applicant, or any Affiliate or Principal, have any contingent liabilities not already covered above (e.g., judgment liens, lis pendens, other liens, etc.)? Please include mortgage loans and other loans taken in the ordinary course of business only if in default. Yes X No If Yes, please provide details on an attached sheet. 6. Has Applicant, or any Affiliate or Principal, failed to file any required tax returns as and when required with appropriate governmental authorities? Yes X No If Yes, please provide details on an attached sheet. For questions 7 through 12, below, please answer the following questions relating to the Applicant (if the space provided below is insufficient, please provide complete information on an attached sheet): 7. List major customers: N/A Company Name Address Contact Phone Fax % of Revenues 8. List major suppliers: N/A Company Name Address Contact Phone Fax 9. List major Funding sources (if applicable): Company Name Address Contact Phone Fax N/A FOR APPLICANT; NEW YORK STATE ED DEPARTMENT [SED] FOR HLA 2. 8

11 Financials and Anti-Raiding 10. List unions (if applicable): N/A Union Name Address Contact Phone Fax 11. List banks: HLA 2 Bank Name Address Contact Phone Fax HSBC 452 Fifth Ave NY, NY James Conti Account Type and Number FOHP: TO BE OPENED FOR FINANCING 12. List licensing authorities (if applicable): Company Name Address Contact Phone Fax FOHP: N/A HLA 2: NEW YORK STATE ED DEPARTMENT [SED] FOR HLA 2. Anti-Raiding 1. Will the completion of the Project result in the relocation of any plant or facility located within New York State, but outside of New York City, to New York City? Yes X No If Yes, please provide the names of the owners and addresses of the to-be-removed plant(s) or facility(ies): 2. Will the completion of the Project result in the abandonment of any plants or facilities located in an area of New York State other than New York City? Yes X No If Yes, please provide the names of the owners/operators and the addresses of the to-be-abandoned plant(s) or facility(ies): If the answer to question 1 or 2 is Yes, please continue and answer questions 3 and Is the Project reasonably necessary to preserve the competitive position of this Applicant, or of any proposed occupants of the Project, in its industry? Yes No 4. Is the Project reasonably necessary to discourage the Applicant, or any proposed occupant of the Project, from removing such plant or facility to a location outside New York State? Yes No If the answer to question 3 or 4 is Yes, please provide on a detailed explanation on a separate sheet of paper. 9

12 Certification Compliance with Law 1. The applicant and any owner or occupant of the proposed project is in substantial compliance with applicable local, state and federal tax, worker protection and environmental laws, rules and regulations. X Yes No 2. The proposed project, as of the date of this application, is in compliance with all provisions of Article 18-A of the General Municipal Law, including, but not limited to the provisions of Section 859-a and Section 862(1) thereof. X Yes No 10

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14 Build NYC Core Application Supplement Applicant: Friends of Hebrew Public, Inc. Background: Description of Applicant: Friends of Hebrew Public, Inc. (FOHP), a New York not for profit corporation, was formed to support the operation of Hebrew language public charter schools in New York State by raising funds and resources for New York Hebrew language public charter schools and their students. Hebrew Language Academy Charter School 2 (HLA2) is a New York Hebrew language public charter school which provides students with the academic and personal foundation necessary to successfully pursue advanced studies and achieve continued personal growth as ethical and informed global citizens. In order to accomplish this, HLA2 offers an academically rigorous curriculum which includes daily instruction in the Hebrew language. Global citizenship education is a big part of HLA2 s focus. It includes the development of student skills in communication (including learning a foreign language), collaboration, critical thinking, and creativity. It also includes an emphasis on empathy and emotional intelligence. Support for HLA2 is provided by Hebrew Public, a charter management organization. In addition to HLA2, Hebrew Public provides charter school management services to Hebrew Language Academy Charter School in Brooklyn s Community School District 22, Hebrew Language Academy Middle School and Harlem Hebrew Language Academy Charter School in Manhattan s Community School District 3 (collectively, the Hebrew Public network schools ). At HLA2 and the other Hebrew Public network schools, global citizenship education is fostered through the daily study of Modern Hebrew (which students learn for at least one hour per day), the comparative study of Israel and of students local community, the use of small group instruction, and through our focus on diversity and inclusion. HLA2 is proud of its inclusive and diverse community. We serve students from all backgrounds, including a high percentage of students with special needs and a growing number of students who are English language learners. HLA2 is a member of the Coalition of Diverse Charter Schools. HLA2 is a strong believer in personalized learning ensuring that each and every child has the opportunity to grow academically and socially in ways that are tailored to their needs and learning styles. HLA2 s personalized approach to learning is enhanced by its small student to teacher ratios transforming the classroom experience into one of genuine community which in turn promotes positive emotional development in each child. Description of Industry: Charter schools are unique public schools that are allowed the freedom to be more innovative while being held accountable for advancing student growth and achievement. Because they are public schools, they: are open to all children; do not charge tuition; and do not have special entrance requirements.

15 Competition: As a public charter school, HLA2 competes for students with New York City public schools, private schools and other public charter schools. The hallmarks of HLA s educational philosophy, including: small group instruction, a focus on diversity and inclusion, global citizenship education and daily study of Modern Hebrew distinguishes HLA2 and the other Hebrew Public network schools from the competition. As a result, these schools have been over subscribed and have had a strong pool of applicants for enrollment. Proposed Project Activities: 1. Please provide a brief overview of the entire proposed Project, including the type, purpose and proposed location. If necessary, break down by tax lot to describe activities at each Project location FOHP is applying to Build NYC for up to $35 million of tax exempt and taxable bonds, proceeds of which will be used to finance (1) the acquisition of an approximately 17,420 square foot parcel of land located at 166 Kings Highway, Brooklyn, NY 11223, Borough: Brooklyn, Block 6619, Lot 42 (Project Site); (2) the demolition of improvements located on the Project Site; (3) construct, furnish and equip an approximately 34,570 square foot building comprised of three above ground stories for general classroom and administrative use and a cellar with mechanical equipment, together with related site improvements (Facility); (4) pay capitalized interest during construction and pay certain costs related to the issuance of the bonds. FOHP will lease the Facility to HLA2 as a charter school providing educational services for students in grades K through Please provide a brief description of how the proposed Project will affect current operations Currently, HLA2 operates out of temporary space at 1860 Stillwell Ave, Brooklyn, NY and is expected to continue to operate at this location until the Facility is ready for occupancy for the school year. It is anticipated that HLA2 would commence occupancy of the Facility prior to the start of the school year Please provide a brief description of renovations/construction of the proposed Project. 3. Existing improvements will be demolished and a new, approximately 34,570 square foot school will be constructed at the Project Site. 4. Please provide a brief timeline for the entire proposed Project See attached Financing Schedule 5. Please provide a statement indicating the likelihood that the project would not be undertaken but for the financial assistance requested from the Agency or, if the project could be undertaken without such financial assistance, why the project should be undertaken by the Agency. HLA2 is housed in temporary accommodations which do not provide for either long term occupancy nor planned growth. The acquisition and construction of a new school at the Project Site will provide HLA2 with both long term occupancy and the ability to increase enrollment, as planned, as well as to allow HLA2 to provide classrooms and ancillary educational services in a

16 setting designed to meet the needs of its students. The project would not be undertaken but for the financial assistance requested from Build NYC. Neither FOHP nor HLA2 is able to obtain conventional financing on terms that make the Project feasible. Without the requested financial assistance from Build NYC, HLA2 would lack adequate space for its needs.

17 *Preliminary, subject to change FINANCING SCHEDULE* (see attached)

18 ID Task Name Duration Start Finish Predecessors 1 2 Closing on Real Estate 0 days Fri 7/13/18 Fri 7/13/18 3 Submit to AHJ 120 days Fri 7/13/18 Thu 12/27/18 4 Best Squad - Pre demo Inspection 20 days Fri 7/13/18 Thu 8/9/ DEP 40 days Fri 7/13/18 Thu 9/6/ DOB In Phases 120 days Fri 7/13/18 Thu 12/27/ FDNY - Egress 40 days Fri 7/13/18 Thu 9/6/ Abatement 30 days Fri 7/13/18 Thu 8/23/ Balance of Design 40 days Fri 7/13/18 Thu 9/6/ Permits 130 days Fri 8/10/18 Thu 2/7/19 11 Demo 40 days Fri 8/10/18 Thu 10/4/ SOE/Foundation 40 days Fri 10/5/18 Thu 11/29/ DEP 60 days Fri 9/7/18 Thu 11/29/ Best Squad - Demo 40 days Fri 11/2/18 Thu 12/27/18 22 sign-off 15 New Building 30 days Fri 12/28/18 Thu 2/7/ Bid Package #1 57 days Fri 7/13/18 Mon 10/1/18 17 Abatement 10 days Fri 7/13/18 Thu 7/26/ Demo 10 days Fri 7/13/18 Thu 7/26/ Site Work 20 days Tue 9/4/18 Mon 10/1/18 20 Foundation 20 days Tue 9/4/18 Mon 10/1/18 21 Bid Package #2 20 days Fri 11/30/18 Thu 12/27/ Actual Demo Work 20 days Fri 10/5/18 Thu 11/1/ SOE/Foundation 60 days Fri 12/28/18 Thu 3/21/ New Building Construction 241 days Fri 3/22/19 Fri 2/21/ TCO 10 days Mon 2/24/20 Fri 3/6/ School Move-In 10 days Mon 3/9/20 Fri 3/20/20 25 Project: Hebrew Language 2 - Pre Date: Mon 2/12/18 Task Split Milestone Summary Project Summary External Tasks 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan 7/13 External Milestone Inactive Summary Manual Summary Rollup Finish-only Inactive Task Manual Task Manual Summary Deadline Inactive Milestone Duration-only Start-only Progress Page 1

19 DRAFT (Subject to Change) CHARTER SCHOOL FACILITY REVENUE BONDS HEBREW LANGUAGE ACADEMY CHARTER SCHOOL NEW YORK Series 2018 Bond Financing Schedule of Events (as of February 13, 2018) February 2018 March 2018 April 2018 S M T W T F S S M T W T F S S M T W T F S May 2018 S M T W T F S June 2018 S M T W T F S WEEK / DATE ACTIVITY RESPONSBILE PARTY February 5 Kickoff Call All Hands February 5 Distribute draft Issuer Application to school for UW review and completion February 9 Preliminary assessment meeting with Issuer HP/BOC/BNYC February 13 Submit Application to Issuer DADCO February 14 Distribute due diligence list to school UWC/BC February 19 Begin compiling requested due diligence HP/BOC TBD Begin real estate due diligence HP/BOC/BC/UWC/DEV February 21 1 st draft of documents distributed BC/UWC February 28 Conference call to review documents All Hands March 5 TEFRA notice of hearing posted BC March 7 Revised documents distributed BC/UWC March 14 Conference call to review documents All Hands March 21 Near final documents distributed BC/UWC Page 1

20 Build NYC Resource Corporation Hebrew Language Academy Charter School New York Series 2018 Bond Financing Schedule of Events March 28 Environmental determination through the State HP/BOC/BNYC Environmental Quality Review Act obtained April 4 Due diligence call to review PLOM All Hands April 5 TEFRA Hearing BC TBD Real Estate due diligence completed HP/BOC/BC/UWC/DEV April 10 Issuer Board of Directors Meeting, inducement HP/BOC/BNYC and authorization obtained April 20 GMP contract finalized HP/BOC/DEV May 8 Mayor s approval obtained BNYC May 9 Distribute PLOM to potential investor DADCO May 15 Pre-pricing call DADCO/BC/HP May 16 Pricing DADCO May 17 Execute BPA DADCO/BC/HP May 21 Dissemination of draft closing documents DADCO/BC Dissemination of draft closing memo May 23 Post Final LOM BC May 29 Pre-close All Hands May 30 Closing, funds available All Hands June 7 Back-up TEFRA Hearing BC June 12 Back-up Issuer Board of Directors Meeting HP/BOC/BNYC June 25 Back-up Mayor s approval obtained BNYC Legend: HP Friends of Hebrew Public Borrower BOC Arent Fox LLP Borrower s Counsel DEV HighMark Developer BNYC Build NYC Resource Corporation Conduit Issuer DADCO D.A. Davidson & Co. Underwriter UWC Quarles & Brady LLP Underwriter s Counsel BC TBD Bond Counsel TR TBD Trustee TRC TBD Trustee s Counsel 2 P age

21 WAGE and BENEFIT INFORMATION RE HLA 2 --#7 Health and Dental Insurance 401(k) Retirement Plan Life Insurance Short-term Disability Professional Development and Continuing Education

22 WAGE and BENEFITS INFORMATION HLA 2 SICK LEAVE #10 1. PERSONAL LEAVE ACCRUAL/USE Unless otherwise provided for or as approved by the Head of School or authorized member of the Board of Trustees, personal leave for full-time employees shall be accrued, with each employee eligible to receive ten (10) days of personal leave of any kind. Notwithstanding the foregoing, each employee shall receive six (6) of the ten (10) personal days for which the employee is eligible beginning on September 1 st of each year and the remaining four (4) of ten (10) personal days after winter break according to the School s official calendar, available for use prior to September 1 st of the following year. Employees hired after September 1 in any given year accrues a pro rata portion of the six days of Personal Leave for that 12-months period immediately upon the first day of employment, rounded up to the next highest ½ -day increment. Unused personal leave benefits cannot be carried forward to the next School calendar year and will not be paid to employees while they are employed or upon termination of employment. Personal days will not accrue during any FMLA or Disability leave period. Personal days may not be used during any leave. Employees will not be paid for any personal days during a leave. Unless otherwise provided for, or as approved by the Head of School, personal leave is to be used by full-time employees in accordance with the following provisions: a) All staff members must ask the Head of School for permission to use personal leave at a minimum of two weeks in advance of the requested day, and the granting of such leave is conditional upon the approval of the Head of School. b) Instructional employees shall make every reasonable attempt to use personal leave only when the use of such leave would not conflict with classroom instruction time. c) Personal leave may be used in increments of one-half workday. d) There is no definition of or use of Compensation (Comp) Time. e) No personal day may be scheduled for a day immediately preceding school vacation or for a day immediately following school vacation. Full time employees are afforded the opportunity to buy back their unused personal days at the end of the school year at the rate of $ per unused Personal Day, up to a cap of six (6) days.

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