HomeMy WebLinkAbout10-14-02 TC MinMinutes of the Board of Aldermen meeting
TOWN OF WESTLAKE, TEXAS
MINUTES OF THE WORKSHOP
AND REGULAR MEETING OF THE
BOARD OF ALDERMEN
October 14, 2002
Present: Scott Bradley, Mayor
Fred Held, Mayor Pro Tem
Buddy Brown, Member
Bill Frey, Member
Don Redding, Member
Larry Sparrow, Member
Trent Petty, Town Manager
Stan Lowry, Town Attorney
Absent: Ginger Crosswy, Town Secretary
Page 1 oft V 5
Item #1:Mayor Bradley called the meeting to order at 5:01 p.m. by announcing a quorum, consisting of
Alderman Held, Alderman Brown, Alderman Frey, Alderman Redding and Alderman Sparrow.
Item 42: The Board convened into executive session at 5:02 p.m. as Mayor Bradley read the items to be
discussed. The Board recessed out of executive session at 5:58 p.m. and reconvened into open session.
gem #3: No action was needed coming out of Executive Session.
Item #4: Mayor Bradley recessed the meeting at 5:59 p.m.
Item #5: The workshop to hear a presentation from the Westlake Historical Preservation Board regarding
future projects was called to order at 6:15 p.m. by Mayor Bradley.
Item #6: There was a long discussion regarding the Silver Slipper Salon building in Roanoke and various
other historical buildings in the area. Town staff was asked to research the development of a concept plan to
create an area of Westlake that could become "old Town" to preserve the historical buildings. The Westlake
Historical Preservation Board was asked to work on an inventory of the buildings that would fit into the
concept. The Board of Aldermen stated that there would be another workshop to look at this information
when it has been prepared. The Town secretary arrived during this discussion.
Item #7: The workshop was adjourned at 7:18 p.m.
Item #8: The Board reconvened into the regular meeting at 7:21 p.m.
Item #9: The Board convened into executive session at 7:22 p.m. as Mayor Bradley read the items to be
discussed. The Board recessed out of executive session at 7:40 p.m. and reconvened into open session.
Ttem #10: No action was needed coming out of Executive Session.
item #I I: Citizens Presentation. No one wished to address the Board.
http://www.westlake-tx.org/agendas/amIO1402.htm 11 /12/2002
1 labes of the Board of Aldermen meeting
Page 2 of 3
Item # 12: Michael Bennett of Hart, Howerton presented the scale model of the Civic Campus to the Board
of Aldermen and answered all questions that were asked. Mr. Bob Bowen of Manhattan Construction spoke
regarding the budget and construction schedule.
Item #13: Consider a Resolution appointing new members to the Tree City USA Advisory Committee.
There was a lengthy discussion regarding the Arbor Day celebration that was held on Saturday, October 12,
2002 with great praise for the Committee that organized the event. Mr. Juan Fontanes, who lives in
G1enWyck Farms, has made a park bench that he presented to the Town. This bench sits in the public park
at GlenWyck Farms. Stephen Thornton, president of the Committee, stated that this item is not ready for
action, as two interested people have not gotten their applications to him as yet. The Town secretary was
asked to place this item on the next agenda.
Item #14: Consider a Resolution regarding the right-of-way at SH 377 and SH 170. There was a motion by
Alderman Sparrow, seconded by Alderman Redding, to adopt Resolution No. 02-41. There was no
discussion and the motion carried unanimously.
Item 415: Consider a Resolution awarding the bid and authorizing the sale of certain land and resolving
related matters. Mr. Petty explained this item to the Board stating that he and the Town Attorney examined
the bids at 6:30 p.m. and found that the bid should be awarded to the Westlake Academy Finance
Corporation. There was a motion by Alderman Redding, seconded by Alderman Sparrow, to adopt
Resolution No. 02-42. There was no discussion and the motion carried unanimously.
Item # 16: Consider a Resolution authorizing (1) the acquisition of certain land and the construction of
certain improvements, located in Westlake, Texas, (2) the execution and delivery of the documents
appropriate to effect the acquisition of the land and construction of the improvements, and (3) resolving
related matters. There was a motion by Alderman Frey, seconded by Alderman Held, to adopt Resolution
No.. 0243.. There was no discussion and the motion carried unanimously.
Item # 17: Consent agenda. Motion by Alderman Sparrow, seconded by Alderman Redding, to approve the
consent agenda, which included the following:
A. Review and approve minutes of the budget workshop and the regular meeting held on September 23,
2002.
B. Review and approve minutes of the workshop held on September 18, 2002.
C. Review and approve any outstanding bills.
D. Consider Resolution No. 02-34-02 approving certain contracts relating to the Westlake Civic Campus.
There was no discussion and the motion carried unanimously.
Mayor Bradley read a thank you note from the family of Greg Tucker. The Mayor then read a letter from the
employees of Perry Equipment Corporation who made a donation to the Westlake Fire and Rescue in honor
of Chief Tucker.
Item #18: There was a motion by Alderman Redding, seconded by Alderman Brown, to adjourn. There was
no discussion and the motion carried unanimously.
The meeting was adjourned at 8:15 p.m.
httl)://www.westlake-tx.org/agendas/amIO1402.htm 11/12/2002
Minutes of the Board of Aldermen meeting
Approved by the Board of Aldermen on November 11, 2002.
ATTEST:
Ginger Cbsswy, Town SeC6tk
l.ittp://www.Avestlake-tx.org/agendas/amIO1402.htm
Page 3 of 1 V /
Scott Bradley, Mayor
11/12/2002
1 eiraes of the Board of Aldermen meeting
TOWN OF WESTLAKE, TEXAS
MINUTES OF THE MEETING OF THE
WESTLAKE ACADEMY FINANCE CORPORATION
October 14, 2002
Present: Scott Bradley, President
Fred Held, Member
Buddy Brown, Member
Bill Frey, Member
Don Redding, Member
Larry Sparrow, Member.
Trent Petty,•T,o;vu Manager,
Stan Lowry, Town Attorney '
Absent: Ginger Crosswy, Town Secretary
Page 1 of 2
- 47
01
Item #1:Mr. Bradley called the meeting to order at 5:59 p.m. by announcing a quorum, consisting of Mr.
Held, Mr. Brown, Mr. Frey, Mr. Redding, Mr. Sparrow and himself.
Item #2: Consider a Resolution approving the Articles of Incorporation and Bylaws of the Corporation,
Appointing Officers, Designating a Principal Office, Seal, and Depository, and Engaging a Financial
Adviser, Finance Counsel, and Special Finance Counsel, Authorizing Action on any other Matters Lawfully
before the Board, and Resolving Related Matters. At this time Mr. Brown nominated Mr. Redding for Vice
President and Mr. Redding nominated Mr. Sparrow for the position of Treasurer. The nominations carried.
There was a motion by Mr. Sparrow, seconded by Mr. Held, to adopt the Resolution. There was no
discussion and the motion carried unanimously.
Item #3: Consider a Resolution authorizing the Purchase of Certain land, Located in Westlake, Texas, and
Resolving Related Matters. Mr. Petty explained this item to the Board. There was a motion by Mr. Sparrow,
seconded by Mr. Brown, to adopt the Resolution. There was no discussion and the motion carried
unanimously.
Item #4: Consider a Resolution authorizing (1) the WAFC entering into certain contracts for the
construction of improvements to be located on certain land owned by WAFC located in Westlake Texas, (2)
the sale of the land and assignment of the contracts for the improvements to the Town of Westlake (3) the
execution and delivery of the documents appropriate to effect the entering into the construction contracts
and the sale of assignment of the land and construction contracts to the Town of Westlake, (4) the sale and
assignment of the WAFC's rights to receive payment for the property, and (5) resolving related matters.
There was a motion by Mr. Brown, seconded by Mr. Held, to adopt the Resolution. There was no discussion
and the motion carried unanimously.
Item #5: The meeting was adjourned at 6:05 p.m.
Approved by the Board of Directors on February 24, 2003.
ATTEST:
ncih-)".",
Gorge rosswy, Secretary
Scott TSrad,ey, President
http://www.westlake=tx.org/agendas/WafcmIO1402.htrn 02/27/2003
MINUTES
of the
ORGANIZATION MEETING
of the
BOARD OF DIRECTORS
of the
WESTLAKE ACADEMY FINANCE COPRORATION
On October 14, 2002 the Board of Directors (the 'Board") of the Westlake Academy Finance
Corporation (the "Corporation") convened in special meeting at the designated meeting place in the Town of
Westlake, Texas. The meeting was called by the incorporators of the Corporation. The roll of the duly
constituted members of the Board was called, which are as follows:
Name
Title Absent
Scott Bradley
President
Fred Held
Member
Larry Sparrow
Member
Don Redding
Member
Bill Frey
Member
Buddy Brown
Member
and all of these persons, except for those indicated above as being absent, were present, thus constituting a
quorum of the Board.
Among other business, a written Resolution bearing the following caption was introduced:
A Resolution Approving the Articles of Incorporation and Bylaws of the Corporation, Appointing Officers,
Designating a Principal Office, Seal, and Depository, and Engaging a Financial Adviser, Finance Counsel, and
Special Finance Counsel, Authorizing Action on any other Matters Lawfully before the Board, and Resolving
Related Matters
The Resolution was read by the Board.
After due discussion, it was duly moved and seconded that the Resolution be adopted. The Presiding
Officer put the motion to a vote of the Board, and the Resolution was adopted by the following vote:
AYES: 6
NOES: 0
ABSTENTIONS: 0
The Presiding Officer then declared the Resolution to be adopted.
The persons named herein are the duly chosen, qualified, and acting officers and members of the Board
as indicated herein.
Each of the officers and members of the Board was duly and sufficiently notified officially and
personally, in advance, of the time, place, and purpose of the aforesaid meeting and that the resolution would
be introduced and considered for adoption at the meeting.
The meeting was open to the public, and public notice of the time, place, and purpose of the meeting was
given all as required by Chapter 551 of the Texas Government Code.
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the
duly constituted members of the Board, and the attached copy of the Resolution is hereby certified to be a
correct copy of an official copy thereof, on file among the official records of the Board and such resolution has
not been amended and is in full force and effect.
By:
Name: dingero—sswy !
Title: Secretary
MINUTES OF THE ORGANIZATION MEETING — Page
TAM.v2.9.26.2002
A RESOLUTION APPROVING THE ARTICLES OF INCORPORATION AND BYLAWS OF THE
CORPORATION, APPOINTING OFFICERS, DESIGNATING A PRINCIPAL OFFICE, SEAL, AND
DEPOSITORY, ENGAGING A FINANCIAL ADVISOR, FINANCE COUNSEL, AND SPECIAL
FINANCE COUNSEL, AUTHORIZING ACTION ON ANY OTHER MATTERS LAWFULLY BEFORE
THE BOARD, AND RESOLVING RELATED MATTERS
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE WESTLAKE
ACADEMY FINANCE CORPORATION:
WHEREAS, The Town of Westlake (the "Town") has authorized the creation of the Westlake Academy
Finance Corporation (the "Corporation"); and
WHEREAS, The Board of Aldermen of the Town has approved the Articles of Incorporation and Bylaws
attached hereto.
ARTICLES OF INCORPORATION
The first matter to come before the Board was the consideration of the approval of the articles of
incorporation of the Corporation as filed with the Secretary of State of the State of Texas. By motion duly
made, seconded, and carried by a majority vote of all directors present, the Board approved the articles of
incorporation and directed that a copy of the articles of incorporation and the certificate of incorporation
received from the Secretary of State be filed in the official records of the Corporation.
BYLAWS
The Board next considered the adoption of bylaws for the Corporation. The bylaws, in the form of a
document entitled "Bylaws of the Westlake Academy Finance Corporation" (a copy of which is attached to
these Minutes), which were approved by the Board of Aldermen ofthe Town, were presented to the Board. By
motion duly made, seconded, and carried by a majority vote of all directors present, the Board adopted the
bylaws and directed that a copy of the bylaws be filed in the official records of the Corporation.
OFFICERS
The Board next considered the matter of appointing officers of the Corporation, including a president, a
vice president, a secretary, and atreasurer. By motion duly made, seconded, and carried by majority vote of all
directors present, in each instance, the Board appointed the following officers:
Name Title
Scott Bradley President
Vice President
Treasurer.
Ginger Crosswy Secretary
Each appointed officer accepted his/her office.
PRINCIPAL CORPORATE OFFICE
The Board next considered the establishment of a principal office for the Corporation. By motion duly
made, seconded, and carried by majority vote of all directors present, the Board established 3 Village Circle,
Suite 207, Westlake, Texas 76262 as the principal office of the Corporation.
SEAL
The Board next considered the matter of adopting the seal of the Corporation. A seal was presented to
the Board, consisting of two concentric circles containing the name of the Corporation and in the center of the
circles a five -pointed star and the word "Texas." By motion duly made, seconded, and carried by majority vote
of all directors present, the Board adopted the seal as presented. An imprint of the seal thus adopted appears at
the end of these Minutes.
DESIGNATION OF DEPOSITORY
The Board next considered the designation of a depository bank for the Corporation. By motion duly
made, seconded, and carried by majority vote of all directors present, Frost Bank was designated by the Board
as the depository bank for the Corporation.
ENGAGEMENT OF FINANCIAL ADVISOR,
FINANCE COUNSEL, AND SPECIAL FINANCE COUNSEL
The Board next considered the engagement of a program administrator, general counsel, financial
advisor, finance counsel, and special finance counsel for the Corporation. By motion duly made, seconded,
and carried by majority vote of all directors present, the Board decided to engage Larry Williamson, as
financial advisor, Thomas Allen Moon, Esq., as finance counsel, and Jenkens & Gilchrist, P. C., as special
finance counsel for the Corporation under terms to be mutually agreed between the Board and Mr. Williamson,
Mr. Moon, and Jenkens & Gilchrist, P. C., respectively, and authorized the president to approve an
engagement letter setting forth the terms.
AUTHORIZING ACTION ON OTHER MATTERS LAWFULLY BEFORE THE BOARD
This Board is authorized to take action on any other matter lawfully before the Board.
Adjournment
There being no further business before the Board, the meeting was adjourned.
APPROVED: October 14, 2002.
By:
Name:
Scott Bradley
Title:
President
[SEAL]
ACKNOWLEDGEMENT OF NOTICE
TAM.. v.2.9.26..2002
By:
Name: • ingefjCrosswy
Title: Secretary
MINUTES AND CERTIFICATION
On October 14, 2002, the Board of Directors (the "Board") of the Westlake Academy Finance Corporation
(the "WAFC") convened in a public meeting at the designated meeting place in Westlake, Texas. The roll of duly
constituted officers and members of the Board was called and are as follows:
Name
Title Absent
Scott Bradley
President
Fred Held
Member
Don Redding
Member
Larry Sparrow
Member
Bill Frey
Member
Buddy Brown
Member
all of whom were present except those indicated above as being absent, thus constituting a quorum.
Among other things, the Board considered the written resolution as follows:
A Resolution Authorizing the Purchase of Certain Land, Located in Westlake, Texas, and Resolving
Related Matters
The Resolution was read by the Board.
After due consideration, it was duly moved and seconded that the Resolution be adopted. The Presiding
Officer put the motion to a vote of the Board, and the Resolution was adopted by the following vote:
AYES: 6
NOES: 0
ABSTENTIONS: 0
The Presiding Officer then declared the Resolution adopted.
The persons named herein are the duly chosen, qualified, and acting officers and members of the Board as
indicated herein.
Each of the officers and members of the Board was duly and sufficiently notified officially and personally, in
advance, of the time, place, and purpose of the aforesaid meeting and that the resolution would be introduced and
considered for adoption at the meeting.
The meeting was open to the public, and public notice of the time, place, and purpose of the meeting was
given all as required by Chapter 551 of the Texas Government Code.
DALLAS2 9291640 22174-00002
MINUTES APPROVED AND CERTIFIED TO BE CORRECT and to correctly reflect the duly constituted
members of the Board of the WAFC, and the attached copy of the Resolution is hereby certified to be a correct copy
of an official copy thereof on file among the official records of the WAFC and such resolution has not been amended
and is in full force and effect on this October 14, 2002.
By:
Name: 'Gin r Crosswy
Title: Secretary
[SEAL]
2
WAFC AUTHORIZING RESOLUTION
DALLAS2 9291640 22174-00002
RESOLUTION
AUTHORIZING THE PURCHASE OF CERTAIN LAND LOCATED IN WESTLAKE, TEXAS,
AND RESOLVING RELATED MATTERS
WHEREAS, the. Westlake Academy Finance Corporation (the "WAFC") is a nonprofit corporation created
under the Texas Non -Profit Corporation Act, TEX. REV. CIV. STAT. ANN. Art. 1396 (Vernon 1997), as amended,
and. is empowered thereunder to purchase a certain tract of land described on Exhibit A attached hereto and
incorporated herein (the "Land") located in the Town of Westlake, Texas (the "Town') from the Town;
WHEREAS, on September 23, 2002, the Town authorized the publication of notice to seek bids for the sale
of the Land pursuant to Section 272.001 of the Local Government Code;
WHEREAS, the Board of Directors (the "Board") of the WAFC hereby finds that it in the interest of the
WAFC to purchase the Land from the Town;
WHEREAS, the Board hereby authorizes the purchase of the Land from the Town on terms and conditions
deemed appropriate by the Board as contained in the form of bid attached hereto as Exhibit B and incorporated herein
(the "Bid); and
WHEREAS, the meeting at which this Resolution has been considered has been called and held, and public
notice of the meeting has been given, in accordance with applicable law;
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE WAFC:
SECTION 1. Preamble.
The preamble of this Resolution and the findings contained therein are hereby adopted by reference and made
part of this Resolution.
SECTION 2. Authorization of the Purchase of the Land.
The Board hereby authorizes and approves the purchase of the Land from the Town pursuant to the terms
and conditions contained in the Bid.
SECTION 3. Execution and Delivery of Documents; Power to Revise Transaction Documents.
Each of the President and the Vice President of WAFC is hereby authorized and empowered to execute and
deliver all such documents, certifications and instruments in such forms and for, on behalf and in the name of the
WAFC, as the President shall deem necessary or appropriate to effect the purchase of the Land in accordance with the
terms and conditions of the Bid and this Resolution. The President's execution and delivery of such documents,
certifications and approvals shall be conclusive evidence of his approval thereof.
SECTION 4. Further Actions.
The President and the other officers of the WAFC (each as an authorized officer), Larry Williamson, as
the Financial Advisor, Boyle & Lowry, LLP, as the Special Counsel, are each hereby authorized to execute and
WAFC AUTHORIZING RESOLUTION
DALLAS2 929164v 122174-00002
deliver certifications as to facts, estimates, and circumstances as are necessary to accomplish the purposes of this
Resolution and, on the WAFC's behalf, to do all things necessary or convenient to effect the purchase of the Land and
to carry our the intent of this Resolution.
SECTION 5. Effective Date of Resolution.
This Resolution shall take effect immediately upon its adoption.
WAFC AUTHORIZING RESOLUTION
DALLAS2 929164v 122174-00002
Exhibit A
(Description of the Land)
BEING a 24.59 acre tract of land situated in the Jesse Gibson Survey, Abstract No. 592, the Richard
Eads Survey, Abstract No. 492, and the Jesse Sutton Survey, Abstract No. 1451, Tarrant County,
Texas, Town of Westlake, being a portion of a tract of land conveyed by deed to AIL Investments,
L.P., as recorded in Volume 13275, Page 542, Deed Records, Tarrant County, Texas, and
subsequently conveyed to the Town of Westlake, Texas. A metes and bounds description may be
obtained at the Town Hall.
WAFC AUTHORIZING RESOLUTION
DALLAS2 929164v 1 22174-00002
BID PROPOSAL
PROPOSAL OF '14 4-r/Zr ie Aet/Ir0 f /' 0.0;4e cr0/10f0
organized and existing under the laws of the State of 25'X0! ,
a(n)lCXtJ
TO: TOWN OF WESTLAKE, TEXAS (the "Seller")
3 Village Circle, Suite 207
Westlake, Texas 76262
BEING a 24.59 acre tract of land situated in the Jesse Gibson Survey, Abstract
No. 592, the Richard Eads Survey, Abstract No. 492, and the Jesse Sutton
Survey, Abstract No. 1451, Tarrant County, Texas, Town of Westlake, being a
portion of a tract of land conveyed by deed to AIL Investments, L.P., as recorded
in Volume 13275, Page 542, Deed Records, Tarrant County, Texas, and
subsequently conveyed to the Town of Westlake, Texas. A metes and bounds
description may be obtained at the Town Hall.
The undersigned, as Bidder, declares that the only person or parties interested in this proposal as
principles are those named herein, that this proposal is made without collusion with any other
person, firm or corporation, that Bidder has carefully examined the Bid Documents and the form
of the Contract of Sale, including all attachments to the Contract of Sale, and has carefully
examined the location of the tract of land, the real property, improvements and personal property.
It is understood that if the award cannot be made within the prescribed time, the time limit may
be extended for one (1) or more 30 -day intervals by mutual written consent of the Seller and the
most advantageous Bidder.
TOTAL BID FOR 24.59 ACRES, MORE OR LESS, OF LAND:
Check All That Apply:
V, Assumption of the Obligations in the Promissory Note
Cash in the amount of
(in words)
(in figures)
2. V/ Enter into the Installment Sale Agreement
NOTE: To be considered complete the Bidder must check one of the options in No. 1
and No. 2, above.
Bidder will submit with Bid Proposal three (3) executed original Contract of Sale documents.
Upon request, the successful bidder will furnish approved financial information and records
indicating Bidders ability to perform the close of the transaction. In the event the Contract of
Sale documents are not provided and executed with Bid Proposal, and/or Bidder shall fail to close
on the transaction within the timeframe prescribed in the Contract of Sale or receive an extension
under the terms of the Contract of Sale, the Bid Proposal shall automatically be terminated
without further action.
The undersigned agrees to its faithful performance according to this Bid Proposal.
Receipt is acknowledged of the following exhibits and documents:
A. Contract of Sale.
B. Legal Description of the 24.59 acres, more or less, of land.
C. Installment Sale Agreement
D. Promissory Note
Respectfully submitted,
By 0-lef ,#leV4 //rJs 1p C, ,p rr,0 ,
(Company Name
Ura a(le t%'W
(Name and fitle7
(Signature)
Attested by:
(Ad ess) %6 6
49t//
(Phone No.)
NOTE: Do not detach bid forms from other papers. Fill in with ink and submit complete
with attached papers.
HABoyle-Lowry\West Lake\wl-bids\wl-bids - bid proposal.doc
MINUTES AND CERTIFICATION
On October 14, 2002, the Board of Directors (the "Board") of the Westlake Academy Finance Corporation
(the "WAFC") convened in a public meeting at the designated meeting place in Westlake, Texas. The roll of duly
constituted officers and members of the Board was called and are as follows:
Name
Title Absent
Scott Bradley
President
Fred Held
Member
Don Redding
Member
Larry Sparrow
Member
Bill Frey
Member
Buddy Brown
Member
all of whom were present except those indicated above as being absent, thus constituting a quorum.
Among other things, the Board considered the written resolution as follows:
A Resolution Authorizing (1) the WAFC Entering into certain Contracts for the Construction of
Improvements To Be located on certain Land owned by WAFC located in Westlake, Texas, (2) the
Sale of the Land and Assignment of the Contracts for the Improvements to the Town of Westlake,
(3) the Execution and Delivery of the Documents Appropriate To Effect the Entering into the
Construction Contracts and the Sale and Assignment of the Land and Construction Contracts to the
Town of Westlake, (4) the Sale and Assignment of the WAFC's Rights to Receive Payment for the
Property, and (5) Resolving Related Matters
The Resolution was read by the Board.
After due consideration, it was duly moved and seconded that the Resolution be adopted. The Presiding
Officer put the motion to a vote of the Board, and the Resolution was adopted by the following vote:
AYES: 6
NOES: 0
ABSTENTIONS: 0
The Presiding Officer then declared the Resolution adopted.
The persons named herein are the duly chosen, qualified, and acting officers and members of the Board as
indicated herein.
Each of the officers and members of the Board was duly and sufficiently notified officially and personally, in
advance, of the time, place, and purpose of the aforesaid meeting and that the resolution would be introduced and
considered for adoption at the meeting.
The meeting was open to the public, and public notice of the time, place, and purpose of the meeting was
given all as required by Chapter 551 of the Texas Government Code.
DALLAS2 929007A 22174-00002
MINUTES APPROVED AND CERTIFIED TO BE CORRECT and to correctly reflect the duly constituted
members of the Board of the WAFC, and the attached copy of the Resolution is hereby certified to be a correct copy
of an official copy thereof on file among the official records of the WAFC and such resolution has not been amended
and is in full force and effect on this October 14, 2002.
By:
Name: "Gin r Crosswy
Title: Secretary
[SEAL]
2
WAFC AUTHORIZING RESOLUTION
DALLAS2 9290070 22174-00002
RESOLUTION
A RESOLUTION AUTHORIZING (1) THE WAFC ENTERING INTO CERTAIN CONTRACTS
FOR THE CONSTRUCTION OF IMPROVEMENTS TO BE LOCATED ON CERTAIN LAND
OWNED BY WAFC LOCATED IN WESTLAKE, TEXAS, (2) THE SALE OF THE LAND AND
ASSIGNMENT OF THE CONTRACTS FOR THE IMPROVEMENTS TO THE TOWN OF
WESTLAKE, (3) THE EXECUTION AND DELIVERY OF THE DOCUMENTS APPROPRIATE
TO EFFECT THE ENTERING INTO THE CONSTRUCTION CONTRACTS AND THE SALE
AND ASSIGNMENT OF THE LAND AND CONSTRUCTION CONTRACTS TO THE TOWN
OF WESTLAKE, (4) THE SALE AND ASSIGNMENT OF THE WAFC'S RIGHTS TO
RECEIVE PAYMENT FOR THE PROPERTY, AND (6) RESOLVING RELATED MATTERS
WHEREAS, the Westlake Academy Finance Corporation (the "WAFC") is a nonprofit corporation created
under the Texas Non -Profit Corporation Act, TEX. REV. CIV. STAT. ANN. Art. 1396 (Vernon 1997), as amended,
and is empowered thereunder (1) to sell certain land it owns which is located in Westlake, Texas, and more
particularly described on Exhibit A attached hereto ("Land") and the improvements to be constructed thereon (the
"Improvements") (collectively, the Land and Improvements shall be referred to as the "Property") pursuant to an
Installment Sale Agreement (the "Installment Agreement"), between the WAFC and the Town of Westlake, Texas,
copies of which Installment Agreement have been presented to each director (2) to enter into all agreements necessary
and/or appropriate to construct the Improvements as contemplated by the Installment Agreement (collectively, the
"Construction Contracts"), and (3) to sell and assign certain of its rights under the Installment Agreement;
WHEREAS, the Board of Directors (the "Board") of the WAFC hereby finds- that it is in the interest of the
WAFC to enter into the Construction Contracts, to sell the Property and assign the Construction Contracts pursuant to
the Installment Agreement, to construct the Improvements in accordance with the Installment Agreement, and to sell
and assign certain of its rights under the Installment Agreement in that such actions will make substantial
contributions to the economic, educational, cultural, social, and civic development ofthe community and promote the
general welfare of the community;
WHEREAS, the Installment Agreement, the Construction Contracts and all other documents contemplated by
the Installment Agreement to effect. the transactions provided therein shall be referred to as the "Transaction
Documents;"
WHEREAS, the Board has determined to effect the transactions contemplated by the Installment Agreement
by authorizing the execution and delivery ofthe Transaction Documents and taking other actions as may be necessary
and convenient to effect the transactions contemplated by the Transaction Documents;
WHEREAS, the Board hereby finds that the WACG shall enter into the Construction Contracts, the Property
and the Construction Contracts shall be sold and assigned to the Town of Westlake, the Improvements shall be
constructed, and certain rights of the WAFC under the Agreement shall be sold and assigned on the terms and subject
to the conditions contained in the Transaction Documents and by this resolution (the "Resolution"); and
WHEREAS, the meeting at which this Resolution has been considered has been called and held, and public
notice of the meeting has been given, in accordance with applicable law;
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE WAFC:
3
WAFC AUTHORIZING RESOLUTION
DALLAS2 9290070 22174-00002
SECTION 1. Preamble.
The preamble of this Resolution and the findings contained therein are hereby adopted by reference and made
part of this Resolution.
SECTION 2. Authorization of Entering into the Construction Contracts.
The Board hereby authorizes and approves the WAFC entering into the Construction Contracts on such
terms and conditions as may be approved by the President of the WAFC in consultation with such legal, financial and
other consultants as the President deems appropriate.
SECTION 3. Authorization of the Sale and Assignment of the Property and the Construction Contracts;
Authorization of Construction of the Improvements Pursuant to the Transaction Documents; and Authorization of the
Sale and Assignment of Rights in the Installment Agreement.
The Board hereby authorizes and approves the sale and assignment of the Property and the Construction
Contracts to the Town of Westlake pursuant to the Installment Agreement, the construction ofthe Improvements, and
the sale and assignment of certain rights of the WAFC with respect to the Installment Agreement pursuant to, and the
performance of its duties under, the Transaction Documents.
SECTION 4. Terms of Acquisition of Project.
The Board hereby authorizes the sale and assignment of the Property and the Construction Contracts for the
purchase price on the other terms and conditions as contained in the Transaction Documents in the forms heretofore
presented to the Board, with such changes therein as may be accepted and approved by the President of WAFC.
SECTION 5. Conditions to Entering into the Transaction Documents.
The Special Counsel, Boyle & Lowry, LLP, shall have delivered an opinion to the Board to the effect that the
Board has taken all appropriate action to authorize the execution and delivery of the Transaction Documents, and the
Transaction Documents, subject to customary creditor rights exceptions, are enforceable and binding obligations of
the WAFC.
SECTION 6. Execution and Delivery of Transaction Documents; Power to Revise Transaction Documents.
Following the approval of the final terms of the Transaction Documents by the President and the satisfaction
of all requirements contained therein and in this Resolution, each of the President and the Vice President of WAFC is
hereby authorized and empowered to execute and deliver the Transaction Documents for, on behalf and in the name
of the WAFC, with such changes therein as the President shall deem appropriate. Notwithstanding any other
provision of this Resolution, the President is authorized to make or approve such changes in the form of the
Transaction Documents as in his opinion may be necessary or convenient to carry out the purposes of this Resolution;
and the approval of such changes shall be conclusively established by the President's execution of the documents.
SECTION 7. Authorized Officers.
The officers of WAFC, Larry Williamson, as the Financial Advisor, and Boyle & Lowry, LLP, as the Special
Counsel, are each hereby authorized to execute and deliver certifications as to facts, estimates, and circumstances as
are necessary to accomplish the purposes of this Resolution and, on the WAFC's behalf, to:
4
WAFC AUTHORIZING RESOLUTION
DALLAS2 9290070 22174-00002
(1) do all things necessary or convenient to effect the sale and assignment of the Property and the
Construction Contracts, the construction of the Improvements, and the sale and assignment of certain rights in the
Installment Agreement and to carry out the terms and purposes ofthis Resolution, including (without limitation) the
execution and delivery of all agreements and other documents and papers, whether or not mention herein,
contemplated to be delivered in connection therewith;
(2) perform all duties and functions of the WAFC under the Transaction Documents and this Resolution
in order to accomplish the purposes thereof; and
(3) certify as to the accuracy of any information about the WAFC that is contained in the Transaction
Documents.
SECTION 8. Limited Obligations.
The obligations of the WAFC to carry out its obligations under the Transaction Documents shall be limited
obligations of the WAFC payable solely from the revenues, funds, and assets of the WAFC arising under and as a
result of the Transaction Documents and under no circumstances shall the be payable from any other revenues, funds,
assets, or income of the WAFC.
SECTION 9. Obligations of WAFC Only.
The obligations of the WAFC under the Transaction Documents shall not constitute an indebtedness, liability,
general, special, or moral obligation or a pledge or loan of the faith and credit or taxing power, within the meaning of
any constitutional or statutory provision whatsoever, of the United States of America or any agency or instrumentality
thereof, the State of Texas, or any other political subdivision or governmental unit.
SECTION 10. Effective Date of Resolution.
This Resolution shall take effect immediately upon its adoption.
5
WAFC AUTHORIZING RESOLUTION
DALLAS2 9290070 22174-00002
Exhibit A
(Description of the Land)
BEING a 24.59 acre tract of land situated in the Jesse Gibson Survey, Abstract No. 592, the Richard
Eads Survey, Abstract No. 492, and the Jesse Sutton Survey, Abstract No. 1451, Tarrant County,
Texas, Town of Westlake, being a portion of a tract of land conveyed by deed to AIL Investments,
L.P., as recorded in Volume 13275, Page 542, Deed Records, Tarrant County, Texas, and
subsequently conveyed to the Town of Westlake, Texas. A metes and bounds description may be
obtained at the Town Hall.
WAFC AUTHORIZING RESOLUTION
DALLAS2 9290070 22174-00002
Minutes of the Board of Aldermen meeting
Page 2 oft 9 1
supply. Mr. Petty told the Board that he was stili negotiating this contract and was recommending approval.
There was a motion by Alderman Frey, seconded by Alderman Redding, to adopt Resolution No. 02-46.
kfter a short discussion regarding the desire to eliminate or reduce the lighting on the water storage facility,
_ie motion carried unanimously.
Item #8: Consider an Ordinance amending Ordinance No. 395 regarding residential lot development fees.
Mr. Petty told the Board that this amendment will clarify which lots this fee affects. There was a motion by
Alderman Sparrow, seconded by Alderman Redding, to adopt Ordinance No. 431. There was no discussion
and the motion carried unanimously.
Item #9: Discuss the "First Wall" Raising Ceremony for the Westlake Academy to be held on November 20,
2002. Mr. Petty went through the agenda for the ceremony with the Board and explained some of the events
in which the Board members and the Westlake residents would be involved. There was a short question and
answer session.
Item #10: Consent agenda. Motion by Alderman Brown, seconded by Alderman Frey, to approve the
consent agenda, which included the following:
A. Review and approve minutes of the regular meeting and the workshop held on October 14, 2002.
B. Review and approve any outstanding bills.
C. Consider Resolution No. 02-34-03 approving certain contracts relating to the Westlake Civic Campus.
T). Consider Ordinance No. 432 approving the proposed Settlement Agreement and Amended Franchise
agreement between the Town and TXU Gas Company.
After some discussion of items C and D, the motion carried unanimously.
Mayor Bradley announced that it was Veterans Day and asked all of the veterans in attendance to stand.
They were given a round of applause by the assembly.
Item #11: There was a motion by Alderman Redding, seconded by Alderman Brown, to adjourn. There was
no discussion and the motion carried unanimously.
The meeting was adjourned at 8:21 p.m.
Approved by the Board of Aldermen on November 25, 2002.
Scott Bradley, Mayor
ATTEST:
ly
G nger rosswy, Town cretary
NO
http://www.westlake-tx.org/agendas/aml 11102.htm 11/26/2002