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Resolutions of
The Board of Trustees

Lincoln University, PA

February 18, 2006

MASTER LEASE TO RENOVATE THE                                                                                      RES228_021806

WHEREAS, Lincoln University of the Commonwealth System of Higher Education (“University”) is a not-for-profit corporation organized under the Lincoln University Commonwealth Act 2510-4016 (“Act”) of the Commonwealth of Pennsylvania (“Commonwealth”); and

WHEREAS, The University (and its predecessor, Ashmun Institute) were organized exclusively for certain educational purposes; and

WHEREAS, Lincoln University’s mission statement declares that the University will provide a quality education for its undergraduate and graduate students on its main campus and Urban Center in Philadelphia, Pennsylvania; and

WHEREAS, Strategic Plan Goal 5, states: “The University will continue to serve its traditional base of students, but will develop innovative educational programs and services in the Philadelphia area to meet the needs of nontraditional students;” and

WHEREAS, In furtherance of its educational purposes, the University has determined to undertake a project to Master Lease its Graduate and Continuing Education Center located at 3020 Market Street in Philadelphia, Pennsylvania (“Center”); and

WHEREAS, The firm entering into the Master Lease with the University will provide the necessary capital to renovate the Center; and

WHEREAS, Under the terms of a Master Lease, the Center will be prominently featured as Lincoln University property and the University will occupy sufficient space in the Center to conduct its graduate and continuing education programs; and

WHEREAS, In 2005 the University began the planning process for the Master Lease of the Center by issuing a Request for Information (RFI #5122) to determine the interest for master leasing the Center; and

WHEREAS, Five firms provided written responses to RFI #5122 indicating their interest in providing the capital to renovate the Center and enter into a Master Lease Agreement to manage the facility over a period of time; and

WHEREAS, The University issued a Request for Proposal (RFP #P5148) to select a firm to revitalize the Center; and

WHEREAS, Three of the five firms who responded to RFI #5122 responded to RFP #P5148 and provided their financial commitment, plans, timetable and expertise to the University’s interest in master leasing the Center; and

WHEREAS, The three firms made final presentations of their financial commitment, plans, timetable and expertise to a University committee consisting of the Vice President for Development and External Relations, Vice President for Student Affairs and Enrollment Management, Internal Auditor, Vice President for Fiscal Affairs, Chair of the Department of Economics and Business, Director of Institutional Research, Director of Physical Plant, Purchasing Agent and the President; and

WHEREAS, The University committee has met and recommended to the President the firm that best fits the mission, goals and objectives of the University and provides the necessary capital and management expertise to enter into the Master Lease for the revitalization of the Center; and

WHEREAS, The University desires to authorize and approve the Master Lease and to authorize certain officers of the Board and certain employees of the University certain actions in connection therewith; therefore be it


SECTION 1.  Authorized Officers

For the purpose of this resolution, the President and the Vice President for Fiscal Affairs of the University shall constitute an “Authorized Officer.”  All authorizations and directions to any Authorized Officer herein shall be joint and several.

SECTION 2.  Approval of the Master Lease and Procurement of the Firm

The Board hereby authorizes and approves the Master Lease and the procurement of the firm and authorizes and directs any Authorized Officer to undertake all actions necessary and appropriate in connection with the Master Lease and the procurement.  Any Authorized Officer is hereby authorized and directed to negotiate any and all contracts, agreements and purchase orders necessary or desirable in connection with the Master Lease and the procurement (collectively, the “Contracts”) and to execute and deliver said contracts in the form approved by such Authorized Officer in consultation with University Counsel.

SECTION 3.  Other Actions

In addition to the actions specifically authorized or required by this resolution, any Authorized Officer is hereby authorized and directed to take any action deemed necessary or appropriate to affect the Master Lease and the procurement and any other matters contemplated hereby or any other matters deemed to be necessary or appropriate to affect the purposes of this resolution.

SECTION 4.  Ratification of Prior Actions

Except as provided herein, all actions taken by any member of the Board or any employee of the University in connection with the Master Lease or procurement is hereby ratified and confirmed.

SECTION 5.  Inconsistent Resolutions Rescinded

All prior resolutions and parts thereof, to the extent inconsistent herewith, are hereby rescinded and repealed.

SECTION 6.  Effective Date of This Resolution

This resolution shall be effective immediately upon the adoption thereof.

The Undersigned Secretary of the Board of Trustees of Lincoln University hereby certifies that the foregoing is a true and correct copy of the resolution adopted by the Board at a meeting thereof held on February 18, 2006, which was duly called in accordance with the By-Laws of Lincoln University and at which meeting a quorum was present at all times.



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