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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