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HomeMy WebLinkAboutAudit The University Towers, The Colony Apartments and The Forum Financial StatementsTHE UNIVERSITY TOWERS, THE COLONY APARTMENTS AND THE FORUM (THE PROJECTS) OF THE TEXAS STUDENT HOUSING CORPORATION (A NON-PROFIT) FINANCIAL STATEMENTS FOR THE PERIOD ENDED AUGUST 31, 1996 TABLE OF CONTENTS Independent Auditors' Report 1 Statements of Financial Position 2 Statements of Activities 3 Statements of Cash Flows 4 Notes to Financial Statements g -g Independent Auditors' Report on Additional Information 10 Operating Income Budget Analysis - The Forum 11 Operating Income Budget Analysis - The University Tower 12 Operating Income Budget Analysis - The Colony 13 Net Operating Income Available 14 & Sloyacek Woody Thompson, CPA/CFP 4500 Caner Creek Parkway Suite 201 Shade Akln, CPA Andrea Denig, CPA Bryan, Texas 778024456 Alline Briers, CPA Ed Slovacek, CPA/CFP (409)280.9696 • FAX (409)260.9683 Gay Vick Craig, CPA Ronnie Crag, CPA Alice Monroe, CPA INDEPENDENT AUDITORS' REPORT Marian Rose Vadsco, CPA December 11, 1996 To the Board of Directors of Texas Student Housing Corporation We have audited the accompanying statements of financial position of The University Towers, The Colony Apartments, and The Fonun (the Projects) of Texas Student Housing Corporation (a non-profit organization) as of August 31, 1996, and the related statements of revenues and expenses and cash flows for the periods then ended. These financial statements are the responsibility of the Organization's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Projects as of August 31, 1996, and the changes in its net assets and its cash flows for the periods then ended in conformity with generally accepted accounting principles. A,—,6M/L,� �"U1,a(-. THOMPSON, DERRIG & SLOVACEK, P.C. CERTAIN PROJECTS OF THE TEXAS STUDENT HOUSING CORPORATION STATEMENTS OF FINANCIAL POSITION AUGUST 31, 1996 University The The Tower Forum ' Colonv CURRENT ASSETS: Cash $ 2,737,565 $ 335,073 $ 276,253 Trade Accounts Receivable 1,923,172 427,177 3,319 Interproject receivable 10,418 733 9,872 Inventory 18,243 6,769 - Prepaid and other 26.146 3.400 5.816 Total current assets 4.715.544 773.152 295.260 PROPERTY, PLANT AND EQUIPMENT: Land 1,700,000 400,000 650,000 Buildings and improvements 18,190,000 2,460,000 4,300,000 Furniture and fixtures 1.404.240 162.561 122.601 21,294,240 3,022,561 5,072,601 Accumulated depreciation 539.734 73.508 121.385 20.754.506 2.949.053 4.951.216 TOTAL ASSETS $ 25.470.050 $ 3.722.205 $_§,aj6,4L5 CURRENT LIABILITIES: Trade accounts payable Notes payable Interproject payable Property taxes payable Deferred income' Capital lease obligation Other Total current liabilities LONG-TERM LIABILITIES: Capital lease obligation Long-term debt Accrued interest TOTAL LIABILITIES NET ASSETS - UNRESTRICTED TOTAL LIABILITIES AND NET ASSETS $ 178,908 $ 40,176 $ 58,870 281,572 - 10,605 10,418 - 79,771 18,968 76,205 4,320,026 759,900 215,366 - 6,007 - 21.516 47.335 4.892.398 835,469 397.776 10,055 - 21,000,000 3,000,000 5,000,000 1,882.000 226.000 170.291 22.582.000 3.236.055 5.170.291 27.474.398 4.071.524 5.568.067 (2.004.348) (349.319) (321.591) $ 25.470.050 $ 3.722.205 $ 5.246.476 The accompanying notes are an integral part of these financial statements. 2 CERTAIN PROJECTS OF THE TEXAS STUDENT HOUSING CORPORATION STATEMENTS OF ACTIVITIES FOR THE PERIODS ENDED AUGUST 31, 1996 OPERATING REVENUE: Dormitory Hotel, food and beverage Dormitory activity, processing and maintenance fees Dorm phone service Other OPERATING EXPENSES: Dormitory operating Food cost of sales Other food expense Phone expense General and administrative Energy costs Real estate taxes and insurance Maintenance and property operations Management fees Depreciation NET INCREASE (DECREASE) FROM OPERATIONS INTEREST EXPENSE DECREASE IN NET ASSETS NET ASSETS AT BEGIlTNING OF PERIOD NET ASSETS AT END OF PERIOD University The The Tower Forum Colony $ 1,260,531 $ 226,151 $ 710,719 102,467 - 79,535 394,756 86,980 - 40,906 8,688 - 78.580 8.334 18.014 1.877.240 330.153 808,268 371,661 93,733 95,813 92,414 38,377 13,707 115,614 40,181 - 75,161 20,148 3,605 112,684 12,302 41,906 231,715 56,132 100,994 160,388 28,399 109,543 514,039 72,566 209,561 86,178 16,931 21,680 539.734 73.508 121.385 2.299.588 452.277 718.194 (422,348) (122,124) 90,074 1.582.000 227.195 411.665 $ (2.004.348)$ (349.319) $ (321,591 $ (2.004.348) $ -UL9 j3b $ 59 The accompanying notes are an integral part of these financial statements. 3 CERTAIN PROJECTS OF THE TEXAS STUDENT HOUSING CORPORATION STATEMENTS OF CASH FLOWS FOR PERIODS ENDED AUGUST 31, 1996 University The The Font Colonv $ (349,319) $ (321,591) 73,508 121,385 (427,177) Tower CASH FLOWS FROM OPERATING ACTIVITIES: (9,872) Decrease in net assets $ (2,004,348) Adjustments to reconcile change in (5,816) net assets to net cash provided by 58,870 operating activities: - Depreciation 539,734 Changes in operating assets and liabilities: (Increase) in accounts receivable (1,923,172) (Increase) in intercompany assets (10,418) (Increase) in inventories (18,243) (Increase) in other current assets (26,146) Increase in trade payables 178,908 Increase in intercompany liabilities 10,605 Increase in property taxes payable 79,771 Increase in deferred income 4,320,026 Increase in other liabilities 21.516 Net cash provided by operating activities 1.168.233 The The Font Colonv $ (349,319) $ (321,591) 73,508 121,385 (427,177) (3,319) (733) (9,872) (6,769) - (3,400) (5,816) 40,176 58,870 10,418 - 18,968 76,205 759,900 215,366 CASH FLOWS FROM FINANCING ACTIVITIES: 47.335 115.572 178.563 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (21.294.240) (3.022.561) (5.072.601) Net cash used in investing activities (21.294.240) (3.022.561) (5.072.601) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in capital lease obligations - 16,062 - Increase in notes payable 281,572 - _ Increase in long-term debt 21,000,000 3,000,000 5,000,000 Increase in accrued interest 1.582.000 226.000 170.291 Net cash provided by financing activities 22.863.572 3.242.062 5.170.291 Increase in cash and cash equivalents 2,737,565 335,073 276,253 Beginning cash and cash equivalents Ending cash and cash equivalents $ 565 $ 335.073 $ 6 53 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for. Interest $ - $ 1,195 $ 241,374 Income taxes $ _ $ - $ - The accompanying notes are an integral part of these financial statements. 4 CERTAIN PROJECTS OF THE TEXAS STUDENT HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS AUGUST 31, 1996 Note 1 - Basis of Presentation and Summary of Significant Accounting Policies The accompanying financial statements relate to the operations of the University Tower (the Tower) and The Colony Apartments (The Colony) located in College Station, Texas and the Forum (the Forum) located in Bryan, Texas (collectively referred to as the Projects). The Projects are currently owned by Texas Student Housing Corporation (TSHC). The 17 -story tower portion of the Tower was constructed in 1985, and the two-story complex portion was constructed in 1963 and upgraded in 1989-1990. The Tower consists of 843 dormitory spaces. The Forum was constructed in 1964, consisting of 120 rooms and 236 spaces. Effective January 20, 1996, TSHC purchased the Tower and the Forton from Lodgeco Properties, Ltd. for $24,000,000. The accompanying financial statements reflect revenues and expenses and cash flows from that effective date through August 31, 1996. The Colony was constructed in 1975, consisting of 200 units. Effective December 29, 1995, TSHC purchased the Colony and ten quadplexes managed by the Tower from Rossco Holdings, Incorporated for $5,000,000. The accompanying financial statements for the Colony reflect revenues and expenses and cash flows from that effective date through August 31, 1996. Basis of Presentation Financial statement presentation follows the recommendations of the Financial Accounting Standards Board in its Statement of Financial Accounting Standards (SFAS) No. 117, Financial Statements of Not -for -Profit Organizations Under SFAS No. 117, TSHC is required to report information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. Basis of accounting The accompanying financial statements have been prepared on the accrual basis of accounting and accordingly reflect all significant receivables, payables, and other liabilities. See independent auditors' report. 5 CERTAIN PROJECTS OF THE TEXAS STUDENT HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS (CONT.) AUGUST 31, 1996 Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Cont.) Revenue recoanition Revenues from the leases, dormitory activity fees, parldng and maintenance fees are deferred and recognized over the term of the leases. Leases are classified as operating and are for a term of five, rine, or twelve months. Revenue from nonrefundable processing fees is recognized when received. Hotel revenue is recorded daily on a check-in basis. All other hotel revenue is recognized when earned. Cash and cash equivalents For purposes of the statements of cash flows, all unrestricted highly liquid ftmstments with an initial maturity of three months or less are considered to be cash equivalents. Accounts receivable The accounts receivable includes amounts due from students for leases, dormitory activity fees and maintenance fees and are stated net of all known uncollectible accounts. The Projects use historical experience to determine an allowance for doubtful accounts. At August 31, 1996, it was determined that no allowance was necessary. Inventories Inventories consist primarily of food items and are stated at lower of cost or market determined by the first -in, first -out method. Income tax status TSHC is exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. However, income from certain activities not directly related to its tax-exempt purpose is subject to taxation as unrelated business income. See independent auditors' report. 6 CERTAIN PROJECTS OF THE TEXAS STUDENT HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS (CONT.) AUGUST 31, 1996 Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Cont.) Property. Plant and Ecruipment Property, plant and equipment are carried at cost. Depreciation is computed using the straight-line method over its estimated useful lives. All expenditures for property, plant and equipment greater than $500 are capitalized: Use of Estimates Management of the projects has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. Note 2 - Related Party Transactions During the period ended August 31, 1998, the Forum, the Tower and the Colony made payments on behalf of each other for services and supplies used during the course of ordinary business. These advances to and from each project are classified as interproject payables and receivables in the accompanying statements of financial position. Note 3 - Future Minimum Rentals Under Operating Leases As of August 31, 1996, the future minimum lease revenue under noncancellable operating leases for the year ending August 31, 1997 is as follows: $ 4,320,025 $ 759.900 $ 215.366 See independent auditors' report. 7 University The The Tower Fonun Colone Dormitory $ 4,022,276 $ 704,912 $ 215,366 Dormitory activity and maintenance fees 90,187 20,812 Phone 68,265 17,137 - Parldng 139.298 17.039 $ 4,320,025 $ 759.900 $ 215.366 See independent auditors' report. 7 CERTAIN PROJECTS OF THE TEXAS STUDENT HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS (CONT.), AUGUST 31, 1996 Note 4 - Obligations Under Leases The Forum leases telephone equipment under a capital lease. The capitalized cost of $22,561 and related accumulated depreciation of $1,747 are included in the accompanying balance sheet. The following is a schedule of future minimum payments required under the lease together with their present value as of August 31, 1996. Years ending August 31: 1997 $ 7,798 1998 7,798 1999 1.949 Total future minimum lease payments 17,545 Less amount representing interest 1.483 Present value of future payments 16,062 Less current portion 6.007 Long-term portion $ IM55 The Projects lease certain equipment under operating leases. Future minimum lease commitments are as follows: University The The Tower Forum Colonv 1997 $ 38,756 $ 12,428 $ 10,195 1998 17,029 8,389 3,396 1999 2.424 1.320 400 $ 58.209 $ 22.137 $ 13.991 Rent expense incurred under certain operating leases was $25,167, $9,028, and $6,247, for the Tower, the Forum and the Colony, respectively. See independent auditors' report. 8 CERTAIN PROJECTS OF THE TEXAS STUDENT HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS (CONT.) AUGUST 31, 1996 Note 5 - Notes payable TSHC's notes payable relating to operations of the Tower at August 31, 1996 consisted of the following: SSRS, Inc., unsecured, bearing no interest, due March 1997 $ 41,900 SSRS, Inc., unsecured, bearing no interest, due June 1997 18,009 SSRS, Inc., unsecured, bearing no interest, due July 1997 221 663 $ 281.572 Note 6 - Long-term debt TSHC has the following obligations under two Installment Sale Agreements: Lodgeco Properties, Ltd., mortgage payable bearing 12% interest, payable monthly including interest beginning September, 1996 in variable minimum amounts as defined in the agreement, unpaid portion due January 1, 2021, secured by facilities and properties and net revenues of projects $ 24,000,000 Rossco Holdings, Inc., mortgage payable bearing 12% interest, payable monthly including interest in variable minimum amounts as defined in the agreement, unpaid portion due December 1, 2020, secured by facilities, properties and net revenues of projects 5.000.000 $ 9 0 0 000 The Installment Sale Agreement provides for 2.5% of net operating income as defined in the agreement to be retained by TSHC. The bylaws of the TSHC provide for these funds to be used to fund a student assistance program to provide education and/or housing assistance to deserving students. The Installment Sale Agreement requires any remaining net operating income, adjusted for amounts funded to the Reserve Replacement Fund and the 2.596 of net operating income due TSHC, be used to pay down on any outstanding deferred interest and then principal. No repayment of the principal portion of long-term debt is anticipated during the five-year period succeeding August 31, 1996. See independent auditors' report. 9 Woody Thompson, CPA/CFP 4500 Carter Creek Parkway Suite 201 Shade Akin, CPA Andrea Derrig, CPA Bryan, Texas 77802-4456 Alline Briers, CPA Ed Slovacek, CPAICFP (409)260.9696 • FAX (409)260-9683 Gay Vick Craig, CPA Ronnie Craig, CPA Alice Monroe, CPA INDEPENDENT AUDITORS' REPORT Madan Rose Vadsco, CPA ON ADDITIONAL INFORMATION December 11, 1996 To the Board of Directors of Texas Student Housing Corporation Our report on our audit of the basic financial statements of the University Towers, The Colony Apartments, and the Forum (the Projects) of Texas Student Housing Corporation (a non-profit organization) for the periods ended August 31, 1996 appears on page 1. That audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules of compliance with approved operating income budget and net operating income available are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements; and, in our opinion, such information is fairly stated in all material respects in relation to the basic financial statements taken as a whole. THOMPSON, DERRIG & SLOVACEI , P.C. TEXAS STUDENT HOUSING CORP THE FORUM OPERATING INCOME BUDGET ANALYSIS FOR THE PERIOD ENDED AUGUST 31, 1996 OPERATING REVENUES Dorm revenue Dorm maint/process fees Other income Phone revenue long distance Deferred phone revenue TOTAL REVENUES EXPENSES Dorm operating - payroll Dorm operating - other Food cost of sales Other food expense Payroll - food Phone expense General & administrative Energy costs Real estate taxes and insurance Maintenance & property operations Management fees TOTAL EXPENSES NET OPERATING INCOME (LOSS) BEFORE DEPRECIATION AND INTEREST 11 Budaet Actual Variance $ 254,185 $ 226,151 $ (28,034) 100,000 86,980 (13,020) 6,600 8,334 1,734 4,000 2,867 (1,133) 5.439 5.821 382 370.224 330.1534( 0.071) 56,950 59,716 2,766 24,800 34,017 9,217 35,800 38,378 2,578 4,850 4,567 (283) 33,900 35,613 1,713 11,675 20,148 8,473 13,900 12,302 (1,598) 47,000 56,132 9,132 28,990 28,399 (591) 51,200 72,566 21,366 18.336 16.931 (1.405) 327.401 378.769 51.368 $-U&23 $ (48.616) $ 39 TEXAS STUDENT HOUSING CORPORATION UNIVERSITY TOWER OPERATING INCOME BUDGET ANALYSIS FOR THE PERIOD ENDED AUGUST 31, 1996 OPERATING REVENUES Dorm full year (95/96) Dorm full year (96/97) Donn spring 96 Donn summer 96 Hotel revenue Donn maint/process fees Other income Phone revenue long distance Deferred phone revenue TOTAL REVENUES EXPENSES Dorm operating - payroll Dorm operating - other Food cost of sales Other food expense Payroll - food Phone expense General & administrative Energy costs Real estate taxes and insurance Maintenance & property operations Management fees TOTAL EXPENSES NET OPERATING INCOME BEFORE DEPRECIATION AND INTEREST 12 Budget Actual Variance $ 977,658 $ 1,007,714 $ 30,056 183,131 162,533 (20,598) 20,786 29,459 8,673 32,500 60,825 28,325 324,000 394,756 70,756 33,036 102,467 69,431 46,000 78,580 32,580 17,600 26,285 8,685 14.360 14,621 261 1.649.071 1,877,240 228.169 254,900 277,945 23,045 76,400 93,716 17,316 123,900 92,414 (31,486) 17,475 17,617 142 100,800 97,997 (2,803) 82,400 75,161 (7,239) 109,700 112,684 2,984 266,000 231,715 (34,285) 96,991 160,388 63,397 179,720 514,039 334,319 93,328 86.178 150 1.401.614 1.759,854 358.240 $-1d1.457 s- 3-8-6 $ 30 0 ER T. TEXAS STUDENT HOUSING CORPORATION THE COLONY' OPERATING INCOME BUDGET ANALYSIS FOR THE PERIOD ENDED AUGUST 31, 1996 OPERATING REVENUES Rent, net of discounts and allowances Dorm operating - other Dorm maint/process fees - Maintenance fees Late charges Vending income Other income Extended stay TOTAL REVENUES EXPENSES Dorm operating Dorm utility Dorm 19 meal program Payroll General and administrative Energy costs Real estate taxes and insurance Maintenance and property operations Management fees TOTAL EXPENSES NET OPERATING INCOME BEFORE DEPRECIATION AND INTEREST 13 Budget Actual Variance $ 634,228 $ 609,628_ $ (24,597) 112,224 101,091 (11,133) 36,000 - (36,000) 5,400 1,017 (4,383) 3,700 3,780 80 7,200 6,912 (288) 3,650 6,305 2,655 15,200 _ 79,535 64.335 817,599 808.268 (9.331) 32,400 39,935 7,535 19,200 24,834 5,634 35,863 13,707 (22,156) 50,858 55,878 5,020 32,130 45,511 13,381 87,807 76,160 (11,647) 78,504 109,543 31,039 110,388 209,561 99,173 21,680 21.680 - 468,830 596.809 127.979 $ 348.769 $ 59 slaz =0 TEXAS STUDENT HOUSING CORPORATION NET OPERATING INCOME AVAILABLE AS DEFINED IN SECTION 10.04 OF INSTALLMENT SALE AGREEMENT AUGUST 31, 1996 LodQeco Rossco Net operating income (loss) The Colony - $ $ 211,459 The Forum (48,616) - The Tower 117,386 Less: Replacement Reserve Fund (117,000 (44,000) $ Lu.230 $ 59 Funds available to Texas Student Housing (2'/2%) $ $ 4,186 14 To: Paul ]sham Fax #: 817-795-7355 f AU M I LE Re: Attached Date: June 4, 1998 Pages: _ 16_, including this cover sheet. Paul - have printed out and faxed three letters which I located on the diskettes representing Scotts files from Cantey & Hanger. I do not have a file for Texas Student Housing Corporation at the office, and do not have access to the actual copies of the letters) Scott referred to you. Therefore, I do not know if the letters I printed out for you were actually mailed out. I would prefer we locate a signed copy, if possible. I have called Ginger to see if she has a copy at Town Hall. Ginger is out today but will be in Friday, so we will need to wart until then. Scott is on his way to Oklahoma and if you need to reach him you can try his mobile. Let me know if I can help any further. Cindy Unless otherwise indicated or obvious from the nature of this transmittal, the information contained in this fax message is attorney-client privileged and confidential, intended for the use of the intended recipient named above. If the reader of this message is not the intended recipient (or the employee or agent responsible to deliver it to the intended recipient), you are hereby notified that any dissemination, distribution or copying of this communication is prohibited. If you have received this communication in error, please immediately notify us by collect telephone and return the original message to us at the above address at our expense. From the desk of... Scott Bradley Law Offices of Bradley & Bradley 1717 Main Street, Suite 4250 Dallas, Texas 75201 214-761-4700 Fax: 214-761-6766 March 25, 1997 The Honorable Nancy Moffat Texas House of Representatives P.O. Box 2910 Austin, Texas 78768-2910 Re: Open Records Act Request Dear Representative Moffat: The Town of Westlake submits this request under Chapter 552 of the Government Code. The March 21, 1997, edition of the Fort Worth Star Telegram reports that you filed House Bill 3477 because you were contacted by several Westlake residents last fall about "possible improprieties in the financing mechanisms" used by the Texas Student Housing Corporation to purchase real estate in College Station. This letter requests the names, addresses and telephone numbers of the "several residents" who contacted you about "possible improprieties in the financing mechanisms" used by The Texas Student Housing Corporation to purchase real estate in College Station. The Town intends to furnish full access to all Texas Student Housing Corporation records to any of its residents expressing any concern whatsoever. The Town will pay the reasonable costs incurred in responding to this Request, as provided under Chapter 552. Thank you for your kind cooperation. SB:dr Very truly yours, Scott Bradley Mayor The Honorable Nancy Moffat March 25, 1997 Page 2 cc: Mr. Carroll Huntress 13580 Denton Highway Westlake, Texas 76262 Mr. Howard Dudley 1650 West Dove Road Westlake, Texas 76262 Mr. Al Oien 1440 West Dove Road Westlake, Texas 76262 Mr. Jerry Moore P. O. Box 674 Westlake, Texas 76262 Mr. Fred Held 4105 Aspen Lane Westlake, Texas 76262 Mr. James P. Carter 100 Municipal Drive Trophy Club, Texas 76262 Mr. Gary G. Wall 770 North Peytonville Boulevard Southlake, Texas 76092 Carroll W. Schubert, Esq. 745 East Mulberry Avenue, Suite 850 San Antonio, Texas 78212 Dr. Forrest Watson 1009 Adonis Drive Keller, Texas 76248 Mr. Worth Blake 244 Oak Hill Drive Trophy Club, Texas 76262 The Honorable Nancy Moffat March 25, 1997 Page 3 Mr. Abe A. Bush, Jr. 2220 North Pearson Lane Westlake, Texas 76262 Dr. John Brooks Superintendent Northwest Independent School District 18501 State Highway 114 Justin, Texas 76247 March 25, 1997 VIA FEDERAL EXPRESS The Honorable Nancy Moffat Texas House of Representatives 1100 North Congress, No. ElPT206 Austin, Texas 78701 Re: Open Records Act Request Dear Representative Moffat: We are furnishing the records you requested concerning all instrumentalities of the Town of Westlake. According to an article in the Fort Worth Star Telegram, you are concerned about "possible improprieties in the financing mechanisms" used by the Texas Student Housing Corporation (the TSHC) to purchase student housing near the Texas A&M University and University of Texas campuses. Therefore, we are furnishing every document in our possession, comprising mord than 9,000 pages. These are being provided free of charge. We will be happy to make these records available also to any resident of the Town who may have contacted you. Your request to the TSHC particularly calls for documents concerning payments to professionals in connection with the property purchases. While all of these documents are included among the more than 9,000 pages, for your quick reference we are attaching to this letter copies of pages excerpted from the Installment Sale Agreement for each transaction. These reflect all fees paid in the three transactions in which the TSHC has engaged (two in College Station and one in Austin). These extracts show that the following amounts were paid to the TSHC's professionals by the Sellers in the respective transactions: Rossco Holdings, Inc.: Principal Financial Securities, Inc. $ 0.00 Jenkens & Gilchrist, P.C. $ 55,000.00 Cantey & Hanger, L.L.P. $ 0.00 The Honorable Nancy Moffat March 27, 1997 Page 2 Lodgeco Properties, Ltd. (same controlling Seller as above): Principal Financial Securities, Inc. Jenkens & Gilchrist, P.C. Cantey & Hanger, L.L.P. Madison Joint Venture (Partial transaction closed): Principal Financial Securities, Inc. Jenkens & Gilchrist, P.C. Thomas Allen Moon, Esq. Cantey & Hanger, L.L.P. It is important for you to know that every transaction is structured so that $270,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 12,500.00 $ 3,750.00 $ 3,750.00 • All fees and other costs of the transaction are paid directly by the Seller from the Seller's own funds; • No funds or credit of the Town of Westlake are involved; • There is no liability whatsoever to the Town of Westlake; and • There is no liability whatsoever to the TSHC. The installment obligations are secured only by the acquired properties and the revenues they generate. Again, no money or credit of either the Town or the TSHC is involved in any of these transactions. I would be happy to come to Austin at your convenience and bring the Town's finance counsel, the Town's financial adviser and the TSHC Board president to walk you through the structure of our transactions and respond to any questions you or the members of the Financial Institutions Committee may have. To demonstrate my absolute belief that the Town and the TSHC have made every effort to conduct the TSHC's affairs as openly as possible, I am taking the liberty of including a print-out from the accounting department of Cantey & Hanger, L.L.P., showing all sums paid by instrumentalities of the Town of Westlake. Also attached is a copy of the ethics opinion rendered by Jenkens & Gilchrist in connection with my position as general counsel of the TSHC. In addition, while certainly not called for by your request, I am furnishing a copy of my employment agreement with Cantey & Hanger, L.L.P. (I would very much appreciate your keeping this document confidential and sharing it only with those having a need to know.) The Honorable Nancy Moffat March 27, 1997 Page 3 Hopefully, this exhaustive response to your request will allow you to conclude that there are no "improprieties" in the financing employed by the TSHC and give you comfort that the Town is managing its affairs openly and efficiently. The TSHC is rendering a tremendous service to your constituents in the Keller ISD, Carroll ISD and Northwest ISD. As you are aware, the TSHC sent seven deserving graduates of these school districts to Texas A&M last fall on full room and board scholarships. These scholarships have a fair market value of about $6,500 each per year. Next week the Board of Directors will meet to consider scholarship renewals for these seven youngsters and to select new scholarship recipients. We invite you to join us. The meeting will be held at the Marriott Solana (only a few steps from your Westlake office) on April 8, 1997 at 6:30 p.m. Enclosed is a notice containing the relevant information. We sincerely hope you will join our effort and that you will take down HB 3477, which appears to be aimed squarely at the Town of Westlake (since Westlake is the only municipality within District 98 having a population of fewer than 500). There is no need to burden the Town with the additional bureaucracy and expense this bill would impose. Please feel free to ask questions of any Town official or any member of the TSHC Board of Directors. As you know, the TSHC Board is made up of school superintendents and other prominent leaders of Northeast Tarrant County who are giving unselfishly of their time and expertise to administer this scholarship program for deserving graduates of our local public schools. Respectfully yours, Scott Bradley Mayor SB:dr Enclosure cc: Mr. Carroll Huntress P. O. Box 593 Roanoke, Texas 76262 The Honorable Nancy Moffat March 27, 1997 Page 4 Mr. Howard Dudley 1650 West Dove Road Westlake, Texas 76262 Mr. Al Oien 1440 West Dove Road Westlake, Texas 76262 Mr. Jerry Moore P. O. Box 674 Westlake, Texas 76262 Mr. Fred Held 4105 Aspen Lane Westlake, Texas 76262 Mr. James P. Carter 100 Municipal Drive Trophy Club, Texas 76262 Mr. Gary G. Wall 770 North Peytonville Boulevard Southlake, Texas 76092 Carroll W. Schubert, Esq. 745 East Mulberry Avenue, Suite 850 San Antonio, Texas 78212 Dr. Forrest Watson 1009 Adonis Drive Keller, Texas 76248 Mr. Worth Blake 244 Oak Hill Drive Trophy Club, Texas 76262 Mr. Abe A. Bush, Jr. 2220 North Pearson Lane Westlake, Texas 76262 The Honorable Nancy Moffat March 27, 1997 Page 5 Dr. John Brooks Superintendent Northwest Independent School District 18501 State Highway 114 Justin, Texas 76247 The Honorable Kenny Marchant (w/copy of Fort Worth Star Telegram article plus three additional pages) Chairman, Financial Institutions Committee Room 4N.03 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Roberto Gutierrez (w/copy of Fort Worth Star Telegram article plus three additional pages) Vice -Chairman, Financial Institutions Committee Room E2.706 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Harryette Ehrhardt (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E1.406 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Gary Elkins (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E1.316 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Nancy Moffat March 27, 1997 Page 6 The Honorable Helen Giddings (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E2.718 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Nancy Moffat March 27, 1997 Page 7 The Honorable Kent Grusendorf (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room GN.07 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable L.P. Patterson (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room 4N. 10 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Todd Smith (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E2.716 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Burt P. Solomons (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E1.220 P.O. Box 2910 Austin, Texas 78768-2910 April 11, 1997 VIA FACSIMILE (512) 463-1483 AND FIRST CLASS UNITED STATES MAIL The Honorable Nancy Moffat Texas House of Representatives P.O. Box 2910 Austin, Texas 78768-2910 Re: Texas Student Housing Corporation, an Instrumentality of the Town of Westlake, Texas Dear Representative Moffat: This acknowledges receipt of your Open Records Act requests addressed to (1) the Texas Student Housing Corporation (the TSHC) and (2) the Town of Westlake (the Town), each dated today, April 11, 1997. See Exhibits A and B for easy reference. The Town and the TSHC have already complied with your same Open Records Act received last month. See Exhibit C. We furnished you every document you requested, and more. We furnished more than 9,000 pages, at no cost or expense to you. The only activity of the Texas Student Housing Corporation since the date of our compliance with your fust request, is the renewal of seven full room and board scholarships for the 1997-1998 school year for our first class of scholarship winners and the award of additional full room and board scholarships to ten May 1997 graduates of the Keller, Carroll and Northwest Independent School Districts. This also acknowledges your kind invitation to testify Monday before the Financial Institutions Committee on HB 3477. As Jim Francis probably told you, I have been subpoenaed to appear Monday in the 342nd Judicial District Court of Tarrant County, Texas, to testify in Cause No. 342-168429-97, styled Oscar Renda, et al. v. Town of Westlake, et al. Consequently, I am unable to attend the hearing on your bill. However, Trophy Club Mayor James P. Carter, who serves as president of the TSHC (the only instrumentality of the Town that has engaged in any transactions), will appear in my place to address your bill. He will be accompanied by the Town's finance counsel, Allen Moon. Mr. Moon is the former bond counsel of the Texas Public Finance Authority and is well qualified to answer any legal questions. The Honorable Nancy Moffat April 11, 1997 Page 2 Lastly: As of 2:00 p.m. today, we have received no response to our March 25, 1997, Open Records Act request addressed to you. See Exhibit D. Your compliance with this request would be deeply appreciated. SB:dr Very truly yours, Scott Bradley Mayor Enclosures cc: Mr. Carroll Huntress (w/cy encl) P. O. Box 593 Roanoke, Texas 76262 Mr. Howard Dudley (w/cy encl) 1650 West Dove Road Westlake, Texas 76262 Mr. Al Oien (w/cy encl) 1440 West Dove Road Westlake, Texas 76262 Mr. Jerry Moore (w/cy encl) P. O. Box 674 Westlake, Texas 76262 Mr. Fred Held (w/cy encl) 4105 Aspen Lane Westlake, Texas 76262 Mr. James P. Carter (w/cy encl) 100 Municipal Drive Trophy Club, Texas 76262 The Honorable Nancy Moffat April 11, 1997 Page 3 Mr. Charles Bradberry (w/cy encl) Keller Independent School District 304 Lorine Keller, Texas 76248 Carroll W. Schubert, Esq. (w/cy encl) 745 East Mulberry Avenue, Suite 850 San Antonio, Texas 78212 Dr. Forrest Watson (w/cy encl) 1009 Adonis Drive Keller, Texas 76248 Mr. Worth Blake (w/cy encl) 244 Oak Hill Drive Trophy Club, Texas 76262 Mr. Abe A. Bush, Jr. (w/cy encl) 2220 North Pearson Lane Westlake, Texas 76262 Dr. John Brooks (w/cy encl) Superintendent Northwest Independent School District 18501 State Highway 114 Justin, Texas 76247 The Honorable Kenny Marchant (w/cy encl) Chairman, Financial Institutions Committee Room 4N.03 P.O. Box 2910 Austin, Texas 78768-2910 VIA FACSIMILE (512) 475-2271 The Honorable Nancy Moffat April 11, 1997 Page 4 The Honorable Roberto Gutierrez (w/cy encl) Vice -Chairman, Financial Institutions Committee Room E2.706 P.O. Box 2910 Austin, Texas 78768-2910 VIA FACSIMILE (512) 475-1700 The Honorable Harryette Ehrhardt (w/cy encl) Financial Institutions Committee Room E1.406 P.O. Box 2910 Austin, Texas 78768-2910 VIA FACSIMILE (512) 463-0928 The Honorable Gary Elkins (w/cy encl) Financial Institutions Committee Room E1.316 P.O. Box 2910 Austin, Texas 78768-2910 VIA FACSIMILE (512) 472-5610 The Honorable Helen Giddings (w/cy encl) Financial Institutions Committee Room E2.718 P.O. Box 2910 Austin, Texas 78768-2910 VIA FACSIMILE (512) 463-5887 The Honorable Kent Grusendorf (w/cy encl) Financial Institutions Committee Room GN.07 P.O. Box 2910 Austin, Texas 78768-2910 VIA FACSIMILE (512) 463-1398 The Honorable Nancy Moffat April 11, 1997 Page 5 The Honorable L.P. Patterson (w/cy encl) Financial Institutions Committee Room 4N. 10 P.O. Box 2910 Austin, Texas 78768-2910 VIA FACSIMILE (512) 463-4718 The Honorable Todd Smith (w/cy encl) Financial Institutions Committee Room E2.716 P.O. Box 2910 Austin, Texas 78768-2910 VIA FACSIMILE (512) 463-9529 The Honorable Burt P. Solomons (w/cy encl) Financial Institutions Committee Room E1.220 P.O. Box 2910 Austin, Texas 78768-2910 VIA FACSIMILE (512) 463-2089 PAUL C. ISHAM Attorney at Law 1408 W. Abram, Suite 103 • Arlington, Texas 76013 Phone (817) 461-7199 (Metro) • Fax (817) 795-7355 June 10, 1998 A. Lee Graham The Dallas Morning News 2350 Airport Freeway, Suite 645 Bedford, Texas 76022 Re: Open Records Request, Texas Student Housing Corporation Dear Mr. Graham: Please be advised that I am the Town Attorney for the Town of Westlake, Texas, the municipality that created the Texas Student Housing Corporation C TSHC"), been requested to respond to your letter of June 1, 1998 requesting records from TSHC. Your letter was received by the Texas Student Housing Corporation on June 5, 1998. I believe that it would be beneficial for you to know the background and history of TSHC in order for you to know what records exist at TSHC. In 1995, the Town of Westlake created the Texas Student Housing Corporation to purchase dormitories and student housing facilities at various colleges and universities. The purchases are accomplished by issuing non-recourse debt obligations. The debt is paid solely out of revenues generated by the facilities. TSHC owns the facilities. The Town of Westlake is not liable or responsible for paying the indebtedness and the holders of the debt obligations agree to look solely to the revenues of the facilities for payment on the bonds. The first purchases of facilities by TSHC occurred at Texas A & M University, and involve the University Tower, The Forum, and the Colony Apartments. TSHC also purchased a facility at the University of Texas at Austin, but because of the small size of that facility, its inability to generate the necessary revenues, and other reasons, the TSHC sold the facility back to the original seller. Westlake agreed to create TSHC because it desired to provide college scholarships to students within the school districts serving the Town of Westlake. Three school districts cover various portions of Westlake: the Northwest Independent School District, the Keller Independent School District, and the Carroll Independent School District. Since the inception of TSHC and the purchase of the facilities, TSHC has provided full room and board scholarships to students graduating from these school districts. During the school year 1997-98, seventeen students attended Texas A & M University on full room and board scholarships and four students attended the University of Texas at Austin. Despite these worthy goals and the ability to assist deserving students with their college education, State Representative Nancy Moffat has accused Westlake and its public A. Lee Graham Page 2 officials of deceitful acts in creating TSHC and purchasing facilities. The creation of TSHC, the issuance of indebtedness, and the purchase of facilities have all been accomplished in accordance with law. TSHC is a "governmental body" subject to the Texas Open Records Act (the "Act') and will produce records pursuant to any requests received under the Act. In March, 1997, Ms. Moffat submitted an Open Records Request to TSHC (Exhibit "V% and TSHC responded to that request by furnishing Ms. Moffat approximately 9,000 pages of documents at no cost to Ms. Moffat. (Exhibit "2) TSHC does not object to producing copies of documents subject to the Open Records Act that are maintained by TSHC. If you would like copies of the documents already produced for Ms. Moffat, you would need to deposit the sum of $1,200 with TSHC to cover the costs of reproducing these documents. TSHC does not have the resources to copy the documents in house and it would send them out for copying. If the copy costs are less than $1,200, TSHC will refund the difference. If it is more, TSHC will need the additional sum before it releases the documents. As an alternative, The Dallas Morning News may make arrangements, at its expense, with a copy service to pick up the documents, copy the same, and return them to TSHC. Finally, if you want to review the documents but not copy all of them, you can make arrangements with Ginger Crosswy to come to the Westlake Town Hall and review the documents. It is no secret that a majority of the residents of Westlake and its public officials believed that Nancy Moffat was not properly representing the interests of her constituents in the Texas Legislature, and assisted in her defeat for re-election. Westlake believes Ms. Moffat is abusing her position as a member of the House of Representatives and has a personal vendetta against various officials and residents of Westlake who assisted in her defeat. Ms. Moffat submits her requests under the pretense that the information is needed "for legislative purposes" although it is unlikely that the legislature will meet this year and she will be out of office on January 1, 1999. We now address your request for "monthly information of each corporation -owned facility by occupancy rates, revenues and expenditures including maintenance and operation costs, salaries, debt service and management fees." This information would require an analysis of the financial data. TSHC owns the University Tower, the Forum, the Colony Apartments, and fifteen quadplexes at Texas A & M University. It has a contract with SSRS, Inc. to manage these facilities. SSRS, Inc. is a private corporation and is not a subsidiary or affiliate of TSHC or the Town of Westlake. Pursuant to the management contract, SSRS, Inc. furnishes certain financial information on a regular basis to TSHC. That information includes an annual budget for the facilities, audited A. Lee Graham Page 3 annual financial statements, monthly profit and loss statements, and source and application of funds statements. TSHC will produce copies of the statements prepared by SSRS, Inc. for TSHC because that information falls within the category of "information collected, assembled, or maintained" by or for TSHC. In addition, TSHC will produce copies of "checks, documents, invoices, receipts, records, and other written financial information" that it has collected, assembled or maintained. TSHC has not nor does its management contract with SSRS, Inc. require that the analysis set out in your request be performed. TSHC is not capable of making the analysis, and if the analysis is to be done, SSRS, Inc. must do it. One problem that exists in this situation is that the checks, invoices, receipts, records, and other financial information "collected, assembled, or maintained" by SSRS, Inc. with regard to the facilities owned by TSHC are not records of TSHC. Thus, such records are not public records in accordance with the provisions of the Act. Nevertheless, TSHC has nothing to hide and desires to accommodate your request provided that you pay the reasonable costs associated with the production of those records and the requested analysis. SSRS, Inc., a private concern, has set out the anticipated costs in providing copies of the requested documents as well as performing the analysis. (see Exhibit "T') SSRS, Inc. would have to be compensated for performing the requested work. In summary, except for the information "collected, assembled, or maintained" by TSHC, the "checks, documents, invoices, receipts, records, and any other written financial information relating to the Texas Student Housing Corporation since its purchase" are maintained by a private corporation, SSRS, Inc. In addition, an analysis of the "monthly information of each corporation -owned facility by occupancy rates, revenues and expenditures including maintenance and operation costs, salaries, debt service and management fees" would have to be performed. Therefore, pursuant to § 552.231 of the Texas Gov't Code the information is not available in the requested form and SSRS, Inc. would have to be reimbursed in the approximate sum of $20,377 to provide the information in the requested form. Since Ms. Moffat has requested the same information, you may want to contact her about sharing the costs of obtaining one copy of the information. TSHC and/or SSRS, Inc. are unwilling to undertake the task of providing the information without a $20,000 deposit. SSRS, Inc. anticipates that it would take a minimum of 45 days to provide such information after the deposit is made. A. Lee Graham Page 4 Please let us know your desires with regard to your request. Sincerely yours, ' e< Paul C. Isham Town Attorney Town of Westlake cc: Jim Carter, President, Texas Student Housing Corporation Ginger Crosswy, Secretary, Texas Student Housing Corporation Scott Bradley, Mayor, Town of Westlake l 'W 4ffIIf fat ,PTE OF . STA STATE REPRESENTATIVE DISTRICT OS • Tom. _ State of `dLexas gauze of Aepreserrtttttfies March 14, 1997 Texas Student Housing Corporation ,3 Village Circle Suite 204 Westlake, Texas 78746 Re: Open Records Request -- Pursuant to the Texas Open Records �- Government Code, and in particular §522.00 $ House of Representatives r ests for le e any other written info mel 1 (hereafter referred ton,tT housin facilities locat' u1 lleg +staff eeCa COMMITTEES: NATURAL RESOURCES ENERGY RESOURCES THE ENERGY COUNCIL INTERSTATE OIL AND GAS COMPACT COMMISSION , set out in Chapter 552 of the the undersigned member of the Texas s, information, documents, records and �nbligat og' r• lease -purchase or lease udent;Houstn .Corporation for student . n .Texas,and San -Antonio, Texas. This g�request for information aij�cl x nb ,ted toyth�yfoilo�ving: -'� ";., (1) all amounts paid by to any member of the governing body of the City of Westlake, Texas, by any party to the transaction; (2) all amounts paid to any lawyer, lawyers, or law firm by any party to the transaction; (3) all amounts paid to underwriters or private placement agents or other members of the National Association of Security Dealers; (4) all amounts paid to the seller or sellers of each of the students housing facilities, whether at closing or in accordance with on going agreements such as management agreements, operating leases, service agreements or other arrangements; AUSTIN 1` �� DISTRICT OFFICE OFFICE - PO BOX 2910 G� / PO ISO PO 92485 IN. TEXAS 78768. 2910 G n SOUfH "'AKE. TF�`B 7fi092 AUSTIN. 512.463-0690 30-1698 FAX 81 817191-9797 Thank you for your prompt attention to my request. Ve truly yo ^'A al Nancy o t State Representative District 98 Atrffrxt STATE REPRESENTATIVE DISTRICT 98 "Mate of Texas Auixse of Aepreserttatifies March 14, 1997 Texas Student Housing Corporation 3 Village Circle Suite 204 Westlake, Texas 78746 Re: Open Records Request Pursuant to the Texas Open Records Government Code, and in particular §522.0( House of Representatives requests, for legis any other written instruments, such as invoi( by the Town of Westlake to its mayor o xa' Town of Westlake, or to an iwyef,-larvr Thank you for y ur;p Ompt attend on AUSTIN OFFICE PO BOX 2910 AUSTIN, TEXAS 78768-2910 512" 1' -0690 FAX 512463-1483 -COMMITTEES- NATURAL RESOURCES ENERGY RESOURCES THE ENERGY COUNCIL INTERSTATE OIL AND GAS COMPACT COMMISSION SC'ACT") set out in Chapter 552 of the =51.p Act, the undersigned member of the Texas oses, information, documents, records and Midhecks, relating to the payment of any money i1PTti;sP,Y,t,P!TC of the Board of Aldermen of the ._ Very i _ a) te[�O-� t State Representative District 98 DISTRICT OFFICE PO BOX 9248.5 SOUTRVJCE TEXAS 76092 817<30<848 FAX 817491-9397 JUN -05-98 09-23 AM 1( F TOWN of WISTURI 3 vlaepe elyde State 207 Sftne W4611eka, TeKaS 76262 Metro (817) 430-0041 Fax (817) 430.1812 OF WESTLAKE 817 \ Iaiig — P_01 March 25, 1997 VIA FEDERAL EXPRESS The Honorable Nancy Moffat Texas House of Representatives 1100 North Congress, No. EIP7206 Austin, Texas 78701 Re: Open Records Act Request Dear Representative Moffat: We are furnishing the records you requested concerning all instrumentalities of the Town of Westlake. According to an article in the Fort Wonh Star Telegram, you are concerned about "possible improprieties in the financing mechanisms" used by the Texas Student Housing Corporation (the TSHC) to purchase student housing near the Texas A&M University and University of Texas campuses. Therefore, we are furnishing every document in our possession, comprising more than 9,000 pages. These are being provided free of charge. We will be happy to make these records available also to any resident of the Town who may have contacted you. Your request to the TSHC particularly calls for documents concerning payments to professionals in connection with the property purchases. While all of these documents are included among the more than 9,000 pages, for your quick reference we are attaching to this letter copies of pages excerpted from the Installment Sale Agreement for each transaction. These reflect all fees paid in the three transactions in which the TSHC has engaged (two in College Station and one in Austin). These extracts show that the following amounts were paid to the TSHC's professionals by the Sellers in the respective transactions: Rossco Holdings, Inc.: Principal Financial Securities, Inc. $ 0.00 Jenkens & Gilchrist, P,C. $ 55,000.00 Cantey & Hanger, L.L.P. $ 0.00 JUN -05-98 09:25 AM I OF WESTLHKE 617, i1 a11t7 P.02 The Honorable Nancy Moffat March 27, 1997 Page 2 Lodgeeo Properties, Ltd. (same controlling Seller as above): Principal Financial Securities, Inc. $270,OD0.00 Jenkens & Gilchrist, P.C. $25,000.00 Cantey & Hanger, L.L.P. $25,000.00 Madison Joint Venture (Partial transaction closed): Principal Financial Securities, Inc. S 25,000.00 Jenkens & Gilchrist, P.C. $ 12,500.00 Thomas Allen Moon, Esq. $ 3,750.00 Cantey & Hanger, L.L.P. S 3,750.00 It is important for you to know that every transaction is structured so that All fees and other costs of the transaction are paid directly by the Seller from the Seller's own funds; 0 No funds or credit of the Town of Westlake are involved; • There is no liability whatsoever to the Town of Westlake; and 6 There is no liability whatsoever to the TSHC. The installment obligations are secured only by the acquired properties and the revenues they generate. Again, no money or credit of either the Town or the TSHC is involved in any of these transactions. I would be happy to come to Austin at your convenience and bring the Town's finance counsel, the Town's financial adviser and the TSHC Board president to walk you through the structure of our transactions and respond to any questions you or the members of the Financial Institutions Committee may have. To demonstrate my absolute belief that the Town and the TSHC have made every effort to conduct the TSHC's affairs as openly as possible, I am taking the liberty of including a print- out from the accounting department of Cantey & Hanger, L.L.P., showing all sums paid by instrumentalities of the Town of Westlake. Also attached is a copy of the ethics opinion rendered by Jenkens & Gilchrist in connection with my position as general counsel of the TSHC. In addition, while certainly not called for by your request, I am furnishing a copy of my employment agreement with Cantey & Hanger, L.L.P. (I would very much appreciate your keeping this document confidential and sharing it only with those having a need to Mow.) JUN -05-96 09:26 RM Z ! OF WESTLRf:E 817 1181i2 P.03 The Honorable Nancy Moffat March 27, 1997 Page 3 Hopefully, this exhaustive response to your request will allow you to conclude that there are no 'improprieties' in the financing employed by the TSHC and give you comfort that the Town is managing its affairs openly and efficiently. The TSHC is rendering a tremendous service to your constituents in the Keller ISD, Carroll ISD and Northwest ISD. As you are aware, the TSHC sent seven deserving graduates of these school districts to Texas A&M last fall on full room and board scholarships. These scholarships have a fair market value of about $6,500 each per year. Next week the Board of Directors will meet to consider scholarship renewals for these seven youngsters and to select new scholarship recipients. We invite you to join us. The meeting will be held at the Marriott Solana (only a few steps from your Westlake office) on April 8, 1997 at 6:30 p.m. Enclosed is a notice containing the relevant information. We sincerely hope you will join our effort and that you will take down HB 3477, which appears to be aimed squarely at the Town of Westlake (since Westlake is the only municipality within District 98 having a population of fewer than 500). There is no need to burden the Town with the additional bureaucracy and expense this bill would impose. Please feel free to ask questions of any Town official or any member of the TSHC Board of Directors. As you know, the TSHC Board is made up of school superintendents and other prominent leaders of Northeast Tarrant County who are giving unselfishly of their time and expertise to administer this scholarship program for deserving graduates of our local public schools. Respectfully yours, Scott Bradley Mayor SB:dr Enclosure cc: Mr. Carroll Huntress P. O. Box 593 Roanoke, Texas 76262 JUN -05-98 09:26 RM T OF WESTLAKE 817 181x�� P.04 The Honorable Nancy Moffat __— March 27, 1997 Page 4 Mr. Howard Dudley 1650 West Dove Road Westlake, Texas 76262 Mr, Al Oien 1440 West Dove Road Westlake, Texas 76262 Mr. Jerry Moore P. O. Box 674 Westlake, Texas 76262 Mr. Fred Held 4105 Aspen Lane Westlake, Texas 76262 Mr. James P. Canter 100 Municipal Drive Trophy Club, Texas 76262 Mr. Gary 0. Wall 770 North Peytonville Boulevard Scuthlake, Texas 76092 Carroll W. Schubert, Esq. 745 East Mulberry Avenue, Suite 850 San Antonio, Texas 78212 Dr. Forrest Watson 1009 Adonis Drive Keller, Texas 76248 Mr. Worth Blake 244 Oak Hill Drive Trophy Club, Texas 76262 Mr, Abe A, Bush, Jr. 2220 North Pearson Lane Westlake, Texas 76262 .Z -- JUN -05-98 09:26 RM T OF WESTLAKE 817 1812 P.05 The Honorable Nancy Moffat March 27, 1997 Page 5 Dr. John Brooks Superintendent Northwest Independent School District 18501 State Highway 114 Justin, Texas 76247 The Honorable Kenny Marchant (w/copy of Fon Worth Star Telegram article plus three additional pages) Chairman, Financial Institutions Committee Room 4N.03 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Roberto Gutierrez (w/copy of Fan Worth Star Telegram article plus three additional pages) Vice -Chairman, Financial Institutions Committee Room E2.706 P.O. Sox 2910 Austin, Texas 78768-2910 The Honorable Harryette Fhrhardt (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E1.406 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Gary Edkins (w/copy of Fort Worth Srar Telegram article plus three additional pages) Financial Institutions Committee Room E1.316 P.O. Box 2910 Austin, Texas 78768-2910 JUN -05-98 09:27 AM T OF WESTLAKE 8L7 .81$ P.06 The Honorable Nancy Moffat March 27, 1997 Page 6 The Honorable Helen Giddings (w/copy of Fon Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E2,718 P.O. Box 2910 Austin, Texas 78768.2910 JUN -05-98 09_27 AM T OF WESTUAKE 817 . 1819, P-07 The Honorable Nancy Moffat _ March 27, 1997 Page 7 The Honorable Kent Grusendorf (w/copy of Fon Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room GN.07 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable L.P. Patterson (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room 4N. 10 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Todd Smith (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E2.716 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Burt P. Solomons (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E1.220 P.O. Box 2910 Austin, Texas 78768-2910 JUN. -03' 98 (WE0) 12:42 SGR" 110 TEL: ' 268 flS,S P. 002 Bryan * College Station rt Killeen June 3, 1998 Ms. Ginger Crosswy Secretary Texas Student Housing Corporation 3 Village Circle, Suite 207 Westlake, Texas 76262 Re: Open Records Request, Records Concerning Facilities at Texas A & M University Dear Ms. Crosswy: This letter is in response to your request to provide detailed information concerning the reproduction of records and the analysis of eertain financial information as requested in an Open Records Request submitted to the Texas Student Housing Corporation ("TSHC) by State Representative Nancy Moffat. First, SSRS, Inc. is amanagement company engaged to manage three facilities owned by the Texas Student Housing Corporation at Texas A & M University. We are not a division or subsidiary of T SHC. The facilities we manage at Texas A & M University are known as University Tower, The Fonun and the Colony Apartments. The request is so voluminous that my company could not complete the task in a reasonable amount of time using existing personnel and facilities. We would need to hire additional personnel and equipment to reproduce the materials and do the analysis. A breakdown of The estimated cost for accomplishing this task is outlined below. As you know, specific financial information is generated on a monthly and annual basis and provided to the Texas Student Housing Corporation. That information includes annual budgets for each of the facilities, annual audited financial statements for each of the facilities and monthly profit and loss statements, source and application of fund statements for each facility. These statements reflect the revenue generated each month by facility, the expenses incurred each month by facility and the monthly net profit or loss by facility. It is my understanding that you have copies of these documents and can reproduce them for Ms. Moffat. Administrative Offices 410 South Texas Avenue College Station TX 77840 Phone (1300) 884.6937 Local(409)846-4242 Pax(409)846.8569 �xHr,F3iT '�3 �r Financial Offices 701 Univeralty, Drive, Suite 102 College Station, TX 77840 Phone(409)266-1157 Fax(409)268.0956 JUN. -03' 98 MED) 12:42 SSR ?-"f1C J Bryan tCallego Station A Killeen Ginger Corsswy Page 2 TEL:'ti'1268 563.8 P. 003 SSRS, Inc. has managed the Colony Apartments for TSHC since December, 1995, and has managed the University Tower and The Form for TSHC since January, 1996. We have thousands of checks, documents, invoices, receipts and records concerning the facilities, and my best estimate of the amount of documents is 60,000 pages. One must realize that we handle numerous financial transactions each month concerning each facility. For example, we write approximately 300 to 400 checks per month to pay expenses on the University Tower. Some of these checks will have a number of invoices attached to them. One check for food supplies could have in excess of 50 invoices attached to it. Next, many of the financial records are warehoused. Thus, in order to copy the same, we will have to retrieve the records from the warehouse, open the boxes, unstaple the documents, copy the same, re -staple the documents, close the boxes and return them to the warehouse. As previously stated, I do not have the manpower in-house to perform this operation. Also, I can not outsource the retards for copying because of confidential and proprietary information contained within the records. Therefore, I will have to hire temporary help to work under my supervision to reproduce the records. My breakdown for completing the reproduction and analysis tasks is as follows, assuming that there are approximately 60,000 documents: Three temporary clerks working 40 hours/week for 4 weeks. 480 hours @ $16.00/hr,($6,001hrltemporary clerk) $ 8,640.00 Payroll taxes on temporary clerks 937.44 Costs of paper estimating that 45,000 of the 60,000 copies are letter size and 15,000 are legal size: $23.00/case for letter (9 cases) 207.00 $38.00/case for legal (3 cases) 114.00 Sales tax on paper 26.49 Administrative Offifes Financial Offices 410 South Texas Avenue 701 University Drive, Suite 102 College Station, TX 77840 College Station, T% 77840 Phone (600) 888-6937 Phone (409) 268-1157 L ocal (409) 846-4242 Fax (409) 268-0956 Fax (409) 846-8569 JUN. -03' 98 (WED) 12:43 SSNC Bryan *College Station t Kill■nn Ginger Crosswy Page 3 3. Copier rental: TEL: 268 gig P. 004 First 12,000 copies 348.00 .029 cents/copy for remaining 48,000 copies 1,392.00 Delivery and pick-up charge 75.00 Sales Tax 149.74 Subtotal $11,889.66 4. Accountant to perform month -by -month analysis for each individual facility, Two weeks (80 hours ® $75,o01hr) 6,000.00 Payroll tax for accountant --EiLOL Subtotal $18,540.66 5, Overhead and supervision (10°/n) _ 1.85ri,00 Total The analysis requested by Ms, Moffat (ie. `(1) a complete month-to-month analysis of each individual facility by occupancy rates, revenues and expenditures, including maintenance and operation costs, salaries, debt service and management fees, and (2) s complete month -by month financial analysis of each individual facilities (sic) interest payment, and management fees") does not exist Thus, an accountant would be required to review the financial information and make the analysis. Also, since we are a management company and are paid a fee to manage the facilities owned by TSHC, time spent on this request by myself and other employees with SSRS, Inc. will result in an increase in the fec charged to TSHC. The work required in complying with the request is not covered within the scope of services under the management agreement. I have attempted to estimate the additional fee by setting out an overhead charge. Administrative Offices Financial Offices 410 South Texas Avenue 701 University Drive, Suite 102 College Station, TX 77840 College Station, T% 77840 Phone (800) 888-6937 Phone (409) 266-1157 Loral(409)B46.4242 Fax(409)268-0956 Fax(409)846-8569 JUN. -a 98(WED) 12:43 SS0ING TEL(") 268 SK8 P. O05 Bryan *Leaege Station *Killeen Ginger Crosswy Page 4 Finally, this request will result in substantial interference with the ongoing operation of managing the facilities at Texas A & M University since we have a small office. It will be difficult for us to house the temporary employees and perform the copying at our offices without interrupting our daily work in managing the facilities. If you need additional information, please contact me. Sincerely yours, ,{y!l&64 W. G. Davis Chief Financial Officer Re: Paul Isham, Town Attorney Administrative Offiras Financial Offices 410 South Texas Avenue 701 university Drive, Suite 102 College Station, TX 77840 College Station, TX 77840 Phone(B00)888-6937 Phone (409) 268-1157 Local(409)846-4242 Fax (409) 28-0956 Fax(409)846-8569 PAUL C. ISHAM Attorney at Law 1408 W. Abram, Suite 103 • Arlington, Texas 76013 Phone (817) 461-7199 (Metro) • Fax (817) 795-7355 June 5, 1998 Hadassah Schloss Open Records Administrator General Services Commission P.O. Box 13047 Austin, Texas 78711-3047 Re: Complaint Against the Texas Student Housing Corporation Dear Ms. Schloss Please be advised that I am the Town Attorney for the Town of Westlake, Texas, the municipality that created the Texas Student Housing Corporation C TSHC"), and I have been requested to respond to your letter of May 20, 1998 concerning the complaint against TSHC filed with the General Services Commission. Your letter was received by the Texas Student Housing Corporation on May 26, 1998. I believe that it would be beneficial to your consideration of the Nancy Moffat complaint to know the background and history of TSHC as well as the Open Records Requests filed by State Representative Nancy Moffat with TSHC and the Town of Westlake under the disguise that the information is requested "for legislative purposes". In 1995, the Town of Westlake created the Texas Student Housing Corporation to purchase dormitories and student housing facilities at various colleges and universities. The purchases are accomplished by issuing non-recourse debt obligations. The debt is paid solely out of revenues generated by the facilities. TSHC owns the facilities. The Town of Westlake is not liable or responsible for paying the indebtedness and the holders of the debt obligations agree to look solely to the revenues of the facilities for payment on the bonds. The first purchases of facilities by TSHC occurred at Texas A & M University, and involve the University Tower, The Forum, and the Colony Apartments. TSHC also purchased a facility at the University of Texas at Austin, but because of the small size of that facility, its inability to generate the necessary revenues, and other reasons, the TSHC sold the facility back to the original seller. Westlake agreed to create TSHC because it desired to provide college scholarships to students within the school districts serving the Town of Westlake. Three school districts cover various portions of Westlake: the Northwest Independent School District, the Keller Independent School District, and the Carroll Independent School District. Since the inception of TSHC and the purchase of the facilities, TSHC has provided full room and board scholarships to students graduating from these school districts. During the Hadassah Schloss Page 2 school year 1997-98, seventeen students attended Texas A & M University on full room and board scholarships and four students attended the University of Texas at Austin. Despite these worthy goals and the ability to assist deserving students with their college education, State Representative Nancy Moffat has accused Westlake and its public officials of deceitful acts in creating TSHC and purchasing facilities. The creation of TSHC, the issuance of indebtedness, and the purchase of facilities have all been accomplished in accordance with law. TSHC is a "governmental body" subject to the Texas Open Records Act (the "Act') and will, and has, produced records pursuant to any requests received under the Act. In fact, in March, 1997, Ms. Moffat submitted an Open Records Request to TSHC (Exhibit "1"), and TSHC responded to that request by furnishing Ms. Moffat approximately 9,000 pages of documents at no cost to Ms. Moffat. (Exhibit "2) TSHC does not object to producing copies of documents subject to the Open Records Act that are maintained by TSHC. Also, Ms. Moffat has submitted an Open Records Request to the Town of Westlake and Westlake has requested an opinion from the Attorney General concerning such request. (see documents in Exhibit "3") Incidentally, Ms. Moffat has not reimbursed the Town of Westlake $7.60 for the records sent to her pursuant to her request of May 5, 1998 to Westlake (see Isham letter dated May 14, 1998 to Nancy Moffat), nor has she deposited $240.00 for copies of other records from Westlake. It is no secret that a majority of the residents of Westlake and its public officials believed that Nancy Moffat was not properly representing the interests of her constituents in the Texas Legislature, and assisted in her defeat for re-election. Westlake believes Ms. Moffat is abusing her position as a member of the House of Representatives and has a personal vendetta against various officials and residents of Westlake who assisted in her defeat. Ms. Moffat submits her requests under the pretense that the information is needed "for legislative purposes" although it is unlikely that the legislature will meet this year and she will be out of office on January 1, 1999. TSHC realizes that this doesn't change the character of the documents requested, but Ms. Moffat should stop using her legislative position as a ruse for obtaining information from TSHC. Now, to the specific issue and complaint filed with your Commission. TSHC owns the University Tower, the Forum, the Colony Apartments, and fifteen quadplexes at Texas A & M University. It has a contract with SSRS, Inc to manage these facilities. SSRS, Inc. is a private corporation and is not a subsidiary or affiliate of TSHC or the Town of Westlake. Pursuant to the management contract, SSRS, Inc. furnishes certain financial information on a regular basis to TSHC. That information includes an annual budget for the facilities, audited annual finance statements, monthly profit and loss statements, and Hadassah Schloss Page 3 source and application of funds statements. TSHC has, in response to the Moffat March, 1997 request, and will produce copies of the statements prepared by SSRS, Inc. for TSHC because that information falls within the category of "information collected, assembled, or maintained" by or for TSHC. In addition, TSHC will produce copies of "checks, documents, invoices, receipts, records, and other written financial information" (except those records previously produced and furnished to Ms. Moffat pursuant to her March, 1997 request) that it has collected, assembled or maintained. TSHC has requested a $200 deposit for the production of these records. (see Exhibit "4") Such deposit is based on an estimate of $0.125 per copy for the number of copies to be reproduced. TSHC has not nor does its management contract with SSRS, Inc. require that the analyses set out in items (1) and (2) of Moffat's April 20, 1998 letter be performed. TSHC is not capable of making the analyses, and if the analyses are to be done, SSRS, Inc. must do them. One problem that exists in this situation is that the checks, invoices, receipts, records, and other financial information "collected, assembled, or maintained" by SSRS, Inc. with regard to the facilities owned by TSHC are not records of TSHC. Thus, such records are not public records in accordance with the provisions of the Act. Nevertheless, TSHC has nothing to hide and desires to accommodate the request of Ms. Moffat provided that she pays the reasonable costs associated with the production of those records and the requested analyses. SSRS, Inc., a private concern, has set out the anticipated costs in providing copies of the requested documents as well as performing the analyses. (see Exhibit "5") SSRS, Inc. would have to be compensated for performing the requested work. In summary, except for the information "collected, assembled, or maintained" by TSHC, the "checks, documents, invoices, receipts, records, and any other written financial information relating to the Texas Student Housing Corporation since its purchase" are maintained by a private corporation, SSRS, Inc. In addition "(1) a complete month -by - month analysis of each individual facility by occupancy rates, revenues, and expenditures including maintenance and operation costs, salaries, debt service, and management fees, and a complete month -by -month financial analysis of each individual facilities (sic) interest payments and principle reduction" would have to be performed by SSRS, Inc. Therefore, pursuant to § 552.231 of the Texas Gov't Code the information is not available in the requested form and SSRS, Inc. would have to be reimbursed in the approximate sum of $20,377 to provide the information in the requested form. TSHC and/or SSRS, Inc. are unwilling to undertake the task of providing the information Hadassah Schloss Page 4 to Ms. Moffat without a $20,000 deposit. SSRS, Inc. anticipates that it would take a minimum o£45 days to provide such information after the deposit is made. If you need additional information, please contact me. Sincerely yours, Town Attorney Town of Westlake cc: Jim Carter, President, Texas Student Housing Corporation Ginger Crosswy, Secretary, Texas Student Housing Corporation Scott Bradley, Mayor, Town of Westlake a lwartrg fHoffat STATE REPRESENTATIVE DISTRICT 98 SPT E Op e' M State of Texas goose of AepresenttttifTes March 14, 1997 Texas Student Housing Corporation 3 Village Circle Suite 204 Westlake, Texas 78746 COMMITTEES: NATURAL RESOURCES ENERGY RESOURCES THE ENERGY COUNCIL INTERSTATE OIL AND GAS COMPACT COMMISSION Re: Open Records Request S' Pursuant to the Texas Open Records '-ACT"), set out in Chapter 552 of the Government Code, and in particular §522.00 xlie, Act, the undersigned member of the Texas House of Representatives r uests for legt`s�atr a purposes, information, documents, records and . aNr a . any other written inform; bUVj'ell� _ 4o tHe ,4Ihiieii s blliga dor lease -purchase or lease (hereafter referred to asrtlie� e N, Men Studen�,Housrhg-Corporation for student housing facilities located m C,gllege�Sta„Gon�T�exs , A tm, Texas and San Antonio, Texas. This I rr« request for information iflclt}d&1'b' is not ranted tOAii Tfolkiwing: F . (1) all amounts paid by to any member of the governing body of the City of Westlake, Texas, by any party to the transaction; (2) all amounts paid to any lawyer, lawyers, or law firm by any party to the transaction; (3) all amounts paid to underwriters or private placement agents or other members of the National Association of Security Dealers; (4) all amounts paid to the seller or sellers of each of the students housing facilities, whether at closing or in accordance with on going agreements such as management agreements, operating leases, service agreements or other arrangements; AUSTIN OFFICE / 1` �� DISTRICT OFFICE' P.85 O BOX [,I� I PO BO%024 AUSTIN. 8174304 TEXAS 7076&2910 ///���/// SOUfHLAI�. TEXAS 76092 512463-0690 FAX 817491.9 - _ 848 FAX 512463-1483 • - 397 l Thank you for your prompt attention to my request. Ve truly yo Nancy o t State Representative District 98 March 14, 1997 Texas Student Housing Corporation 3 Village Circle Suite 204 Westlake, Texas 78746 Re: Open Records Request Pursuant to the Texas Open Records Government Code, and in particular §522.0( House of Representatives requests, for legis any other written instruments, such as invoia by the Town of Westlake to its mayor oras Town of Westlake, or to anyl„awyer,.law Thank you for y6, pr -T"), set out in Chapter 552 of the Act, the undersigned member of the Texas rposes, information, documents, records and hecks, relating to the payment of any money -awnhers of the Board of Aldermen of the i,R• M g f ts� w .. Very trul s, A Gt�1' tNN o t State Representative District 98 AUSTIN OFFICE- DISTRICT OFFICE P.O SOX 2910 PO SOX 92485 SDUiHTEXAS 76092 AUSTIN, TEXAS 79769-2910 617-4 0.1646 512-463-0690 FAX 817 FAX 512.163.1483 fA61]J91-9397 Y COMMITTEES �I' JQ[]' y Wartcu 7fll�(rffat��.:TE OF NATURAL RESOURCES STATE REPRESENTATIVE 4" ' "' F ', r ENERGY RESOURCES DISTRICT 90 Y N TME ENERGY COUNCIL - INTERSTATE OIL AND GAS COMPACT COMMISSION "fate of (texas Ponse of Plsresentatifies March 14, 1997 Texas Student Housing Corporation 3 Village Circle Suite 204 Westlake, Texas 78746 Re: Open Records Request Pursuant to the Texas Open Records Government Code, and in particular §522.0( House of Representatives requests, for legis any other written instruments, such as invoia by the Town of Westlake to its mayor oras Town of Westlake, or to anyl„awyer,.law Thank you for y6, pr -T"), set out in Chapter 552 of the Act, the undersigned member of the Texas rposes, information, documents, records and hecks, relating to the payment of any money -awnhers of the Board of Aldermen of the i,R• M g f ts� w .. Very trul s, A Gt�1' tNN o t State Representative District 98 AUSTIN OFFICE- DISTRICT OFFICE P.O SOX 2910 PO SOX 92485 SDUiHTEXAS 76092 AUSTIN, TEXAS 79769-2910 617-4 0.1646 512-463-0690 FAX 817 FAX 512.163.1483 fA61]J91-9397 JUN -03-98 09-25 AM -IN OF WESTLAKE 817 0181,4 P.01 v ra,41u or wssreslc>: - - - 3 village circle Suite 207 selene Westlake. Texas 76262 • Metro (617) 430-0041 _ Fax (817) 430.1812 March 25, 1997 VIA FEDERAL EXPRESS The Honorable Nancy Moffat Texas House of Representatives 1100 North Congress, No. EIPT206 Austin, Texas 78701 Re: Open Records Act Request Dear Representative Moffat: We are furnishing the records you requested concerning all instrumentalities of the Town of Westlake. According to an article in the Fon Worth Star Telegram, you are concerned about "possible improprieties in the financing mechanisms" used by the Texas Student Housing Corporation (the TSHC) to purchase student housing near the Texas A&M University and University of Texas campuses. Therefore, we are furnishing every document in our possession, comprising more than 9,000 pages. These are being provided free of charge. We will be happy to make these records available also to any resident of the Town who may have contacted you. Your request to the TSHC particularly calls for documents conccrning payments to professionals in connection with the property purchases. While all of these documents are included among the more than 9,000 pages, for your quick reference we are attaching to this letter copies of pages excerpted from the Installment Sale Agreement for each transaction. These reflect all fees paid in the three transactions in which the TSHC has engaged (two in College Station and one in Austin), These extracts show that the following amounts were paid to the TSHC's professionals by the Sellers in the respective transactions: Rossco Holdings, Inc.: Principal Financial Securities, Inc. S 0100 Jenkens & Gilchrist, P.C. S 55,000.00 Caney & Hanger, L.L.P. $ 0.00 �X�ii 1 r t )2 // JUN -05-98 09:25 RM -4N OF WESTLAKE 817 '01812 The Honorable Nancy Moffat March 27, 1997 Page 2 Lodgeco Properties, Ltd. (same controlling Seller as above): Principal Financial Securities, Inc. $270,000.00 Jenkens & Gilchrist, P.C. $ 25,000.00 Cantey & Hanger, L.L.P. $ 25,000.00 Madison Joint Venture (Partial transaction closed); Principal Financial Securities, Inc. $ 23,000.00 Jenkens & Gilchrist, P.C. $ 12,500.00 Thomas Allen Moon, Esq. $ 3,750.00 Cantey & Hanger, L.L.P. S 3,750.00 It is important for you to know that every transaction is structured so that • All fees and other costs of the transaction are paid directly by the Seller from the Seller's own funds; • No funds or credit of the Town of Westlake are involved; • There H no liability whatsoever to the Town of Westlake; and • There is no liability whatsoever to the TSHC. The installment obligations are secured only by the acquired properties and the revenues they generate. Again, no money or credit of either the Town or the TSHC is involved in any of these transactions. I would be happy to come to Austin at your convenience and bring the Town's finance counsel, the Town's financial adviser and the TSHC Board president to walk you through the structure of our transactions and respond to any questions you or the members of the Financial Institutions Committee may have. To demonstrate my absolute belief that the Town and the TSHC have made every effort to conduct the TSHC's affairs as openly as possible, I am taking the liberty of including a print- out from the accounting department of Cantey & Hanger, L,L.P., showing all sums paid by instrumentalities of the Town of Westlake. Also attached is a copy of the ethics opinion rendered by Jenkens & Giichrlst In connection with my position as general counsel of the TSHC. In addition, while certainly not called for by your request, I am furnishing a copy of my employment agreement with Cantey & Hanger, L.L.P. (I would very much appreciate your keeping this document confidential and sharing it only with those having a need to know.) P.02 e r JUN -05-98 09:26 RM T -IN OF WESTLRKE 817 -'0 1 a Iq P.03 The Honorable Nancy Moffat March 27, 1997 Page 3 Hopefully, this exhaustive response to your request will allow you to conclude that there are no "improprieties' in the financing employed by the TSHC and give you comfort that the Town is managing its affairs openly and efficiently. The TSHC is rendering a tremendous service to your constituents in the Keller ISA, Carroll ISD and Northwest ISD. As you are aware, the TSHC sent seven deserving graduates of these school districts to Texas A&M last fall on full room and board scholarships. These scholarships have a fair market value of about $6,500 each per year. Next week the Board of Directors will meet to consider scholarship renewals for these seven youngsters and to select new scholarship recipients. We invite you to join us. The meeting will be held at the Marriott Solana (only a few steps from your Westlake office) on April 8, 1997 at 6:30 p.m. Enclosed is a notice containing the relevant information. We sincerely hope you will join our effort and that you will take down HB 3477, which appears to be aimed squarely at the Town of Westlake (since Westlake is the only municipality within District 98 having a population of fewer than 500). There is no need to burden the Town with the additional bureaucracy and expense this bill would impose. Please feel free to ask questions of any Town official or any member of the TSHC Board of Directors. As you know, the TSHC Board is made up of school superintendents and other prominent leaders of Northeast Tarrant County who are giving unselfishly of their time and expertise to administer this scholarship program for deserving graduates of our local public schools. Respectfully yours, Sc Bradley Mayor SB: dr Enclosure cc: Mr. Carroll Huntress P. O. Box 593 Roanoke, Texas 76262 } JUN -05-98 09:26 AM T -N OF WESTLAKE 817 -01812 P.04 The Honorable Nancy Moffat March 27, 1947 Page 4 Mr. Howard Dudley 1650 West Dove Road Westlake, Texas 76262 Mr. Al Dien 1440 West Dove Road Westlake, Texas 76262 Mr. Jerry Moore P. O. Box 674 Westlake, Texas 76262 Mr. Fred Held 4105 Aspen Lane Westlake, Texas 76262 Mr. James P. Carter 100 Municipal Drive Trophy Club, Texas 76262 Mr. Gary G. Wall 770 North Peytonville Boulevard Southlake, Texas 76092 Carroll W. Schubert, Esq. 745 East Mulberry Avenue. Suite 850 San Antonio, Texas 78212 Dr, Forrest Watson 1009 Adonis Drive Keller, Texas 76148 Mr. Worth Blake 244 Oak Hill Drive Trophy Club, Texas 76262 Mr. Abe A. Bush, Jr. 2220 North Pearson Lane Westlake, Texas 76262 A JUN -05-98 09:26 AM Tn.JN OF WESTLAKE 817-"�0181.? P.05 The Honorable Nancy Moffat March 27, 1997 Page 5 Dr, John Brooks Superintendent Northwest Independent School District 18501 State Highway 114 Justin, Texas 76247 The Honorable Kenny Marchant (w/copy of Fort Worth Star Telegram article plus three additional pages) Chairman. Financial institutions Committee Room 4N.03 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Roberto Gutierrez (w/copy of Fort Worth Star Telegram article plus three additional pages) Vice -Chairman, Financial Institutions Committee Room E2.706 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Harryette Ehrhardt (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E1.406 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Gary Elkins (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E1.316 P.O. Box 2910 Austin, Texas 78768-2910 JUM-05-98 09:27 AM T` N OF WESTLAKE The Honorable Nancy Moffat March 27, 1997 Page 6 617 9191$ P.06 The Honorable Helen Giddings (w/copy of Fon Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E2.718 P.O. Box 2910 Austin, Texas 76768-2910 JUN -05-98 09:27 RM -IN OF WESTLRKE 817 0181,4 P-07 The Honorable Nancy Moffat March 27, 1997 Page 7 The Honorable Kent Grusendorf (w/copy of Fon Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room GN.07 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable L.P. Patterson (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room 4N. 10 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Todd Smith (w/copy of Fort Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E2.716 P.O. Box 2910 Austin, Texas 78768-2910 The Honorable Burt P. Solomons (w/copy of Fon Worth Star Telegram article plus three additional pages) Financial Institutions Committee Room E1.220 P.O. Box 2910 Austin, Texas 78768-2910 PAUL C. ISHAM Attorney at Law 1408 W. Abram, Suite 103 • Arlington Texas 76013 Phone (817) 461-7199 (Metro) • Fax (817) 795-7355 May 14, 1998 Office of the Attorney General State of Texas P.O. Box 12548 Austin, Texas 78711-2548 Attn: Open Records Division Re: Request for Open Records Decision, Request of Representative Nancy Moffat to the Town of Westlake, Texas. Dear Madam/Sir: The Town of Westlake, Texas has received a request from State Representative Nancy Moffat in her capacity as a member of the Texas House of Representatives for copies of "checks, documents, invoices, receipts, records, and any other written financial information relating to the Town of Westlake" with regard to "any lawsuits that either the town or the Board of Aldermen have pending or have resolved." (See Attachment "Il Ms. Moffat submits this request under § 552.008 of the Texas Gov't Code and under the pretense that this information is needed "for legislative purposes". Westlake questions the sincerity of this request since Ms. Moffat was defeated in her effort to be re-elected to the Texas House of Representatives. Unless Governor Bush calls a special session of the Texas Legislature, which is highly unlikely, Ms. Moffat will not be considering any legislation as a member of the 76h Legislature when it convenes in January, 1999. Furthermore, Ms. Moffat serves as a member of the House Energy Resources and Natural Resources Committees, and Westlake is not aware of those Committees considering any matters involving the amount of legal bills a municipality pays with regard to litigation. Westlake believes that Ms. Moffat is abusing her position as a member of the House of Representatives because she has a personal vendetta against various officers and residents of Westlake. It is no secret that a majority of the residents of Westlake supported another candidate for District 98 and assisted in Ms. Moffat's defeat for re- election. Thus, Westlake believes that Ms. Moffat's request is a personal one and not for a legitimate legislative purpose Office of the Attorney General _ May 14, 1998 _ Page 2 Westlake requests that the Attorney General inquire of Ms. Moffat the nature of the legislative purpose concerning this request. In order for the Attorney General's office to properly review this request, it is important that you have'the background concerning the developments in Westlake that resulted in various lawsuits that are still pending in Denton and Tarrant Counties. Hillwood Development Corporation, Hillwood/Willow Bend, Ltd., Mllwood/822, Ltd., Hillwood/1088, Ltd., Lakeway Land, Ltd., and Lakeway Property Company, Ltd., collectively referred to as'Mlwood" are entities owned and controlled by Ross Perot, Jr. Hillwood is the owner of the Circle T Ranch which is within the corporate limits of Westlake. The Circle T Ranch is a property of approximately 2500 acres, purchased in 1993 and 1996. The Circle T Ranch was previously owned by Nelson Bunker Hunt, but was sold to Hillwood by the Liquidating Trustee of the bankrupt estate of Mr. Hunt. Prior to the sale of the Circle T Ranch to Hillwood, Westlake spent substantial time and money to develop a comprehensive plan for the development of the Town to insure that the unique nature of the area is preserved. This was done in response to a changing environment from one essentially rural in nature to one of possible urban development. At the time that Ifillwood purchased the Circle T Ranch, Hillwood and Perot stated that they had studied the Westlake Comprehensive Plan and praised the concepts contained in the Plan. In 1996, Hillwood formulated several plans for development of the Circle T Ranch and gave them to officials of Westlake, but never formally filed a development plan with the Town. Such plans do not comport with the Westlake Comprehensive Plan and also contain proposals to utilize Westlake's revenues or future revenues to assist in the payment of development costs normally borne by the developer. Also, there are three municipal utility districts existing on the Circle T Ranch which were created by the Legislature in 1987. (Lake Turner MUDS Nos. 1, 2 and 3, hereinafter the "MUDs"). The Town has sought dissolution of the MUDS since 1990 and the use of the MUDs to develop the Circle T Ranch is a disputed issue between Hillwood and Westlake. In 1996, Westlake filed an application for a Certificate of Convenience and Necessity ("CCN") with the Texas Natural Resource Conservation Commission ("TNRCC") to provide water and sewer service within the corporate limits of Westlake including the Circle T Ranch The MUDS contested Westlake's application and filed a competing application to serve the Circle T Ranch with water and sewer. As a result of this dispute, State Senator Jane Nelson approached both Hillwood and Westlake and urged them to mediate the disputes between them concerning the development of the Circle T Ranch. At the approximate same time, Representative Nancy Moffat was quoted in the newspaper as supporting the Perot interests and opposing the beliefs of Office of the Attorney General May 14, 1998 Page 3 Westlake and its citizens. (see Attachment "2") The parties commenced mediation in February, 1997, but the mediation ended abruptly in March, 1997. In early 1997, the Board of Aldermen of Westlake consisted of Howard Dudley, Carroll Huntress, Al Oien, Jerry Moore, and Fred Held. The mayor was Scott Bradley. Mayor Bradley was and is a strong advocate of requiring development in Westlake to conform to the existing Comprehensive Plan and for the developers to pay their development costs without governmental assistance, and this was perceived by some as being a "no -development" position. Some members of the Board believed that Hillwood would and should be able to develop the Circle T Ranch any way that it desired. Three of the aldermen's (Dien, Moore and Held) terms were up in May, 1997. Moore had indicated that he would not run for re-election. Oien and Held were expected to run for re-election. Westlake elects aldermen under an at -large, plurality system. Five candidates filed for the three positions in the election (Dien, Held, Charla Bradshaw, Abe Bush, Jr., and Donald Redding). Westlake is a small general -law municipality and it was generally understood within the community that candidates Held, Bradshaw, Bush and Redding supported the views espoused by Mayor Bradley. Thus, the Board's attitude towards development in Westlake would, in all likelihood, change with the May 3, 1997 municipal election. Then, an amazing series of events took place in Westlake that resulted in numerous lawsuits. On April 14, 1997, Alderman Howard Dudley filed a Complaint against Mayor Scott Bradley under § 21.002 of the Texas Local Gov't Code seeking Bradley's removal from office. The Complaint alleged improprieties and official misconduct on the part of Bradley. The Aldermen (Huntress, Dudley, Moore and Oien) set the matter for trial on April 28, 1997, just five days before the scheduled Town election in which Oien was up for re-election and Moore was vacating his seat. Bradley sued Huntress, Dudley, Oien and Moore in a Tarrant County District Court and the trial court issued injunctive relief to prevent the removal trial. The Fort Worth Court of Appeals ordered mandamus relief for the Aldermen and the trial was held on April 29, 1997. After the Aldermen held court and immediately removed Bradley from office, Bradley again obtained injunctive relief from the district court preventing his immediate removal from office pending an appeal of the Aldermen's judgment. Once again, the Fort Worth Court of Appeals ordered mandamus relief for the Aldermen, but the Supreme Court issued emergency relief as to a portion of the Court of Appeals' mandamus order Bradley continued to perform the functions of mayor. On May 20, 1997, the State of Texas, on the relation of Dale White, the newly appointed mayor of ,4 S 5 S Office of the Attorney General May 14, 1998 Page 4 Westlake (see description of May 2, 8 and 9 activities below), filed a quo warranto action seeking Bradley's ouster in the 342nd Judicial District Court, Tarrant County, Honorable Bob McGrath presiding. Both parties filed motions for summary judgment. The trial court granted Bradley's motion for summary judgment without stating the grounds for its decision. The Second Court of Appeals, however, reversed the summary judgment. See State ex rel. White v. Bradley, 956 S.W.2d 725 (Tex.App. — Fort Worth 1997, writ granted) The Supreme Court granted the petition for review and the case has been set for oral arguments on September 28, 1998 in Waco, Texas. (Bradley v. State ex rel. White, Cause No. 97-1135) It soon became clear why the former Aldermen (Huntress, Dudley, Moore and Oien) wanted to remove Bradley as mayor prior to the May 3rd election, an election that would replace two of the Aldermen who voted in favor of removal. At approximatley 5:15 p.m. on April 29, the same day as the trial, Aldermen Huntress posted a Notice of Special Meeting of the Board of Aldermen for May 2, a day before the election, to take action on the following items: (1) to appoint a new mayor; (2) to reschedule canvassing of the election results of the May 3 election from May 5 to May 9, and to set that date as the earliest on which the newly elected aldermen could conduct business; and (3) to disannex the Circle T Ranch and other properties, which were coincidentally owned by Oien, Moore, Dudley, and Dale White, who was appointed mayor at the May 2 meeting (these properties alone constituted over 70 percent of Westlake's land area). Huntress was and is a tenant of Hillwood and lives on a portion of the Circle T Ranch. All of these goals were accomplished at the May 2 meeting. Because such disannexations required mayoral approval, the Aldermen needed Bradley out of the way and a favorable person appointed mayor. See Texas Local Gov't Code § 43.144. As expected, Oien was defeated in the May 3 election and Moore's seat was filled by a new alderman. However, the lame -duck Aldermen were not done in their actions to dismantle the Town. They held another meeting on May 8, one day before the new aldermen were to take office, at which they purported to pass an ordinance disannexing from Westlake the 507 -acre tract known as the Solana Complex and releasing Westlake's jurisdiction over that property. The Solana area generates 99% of Westlake's revenues. On May 9, the old Aldermen canvassed the votes from the election and swore the new aldermen into office. The new Aldermen promptly took steps to regain control of the Town and its boundaries. They promptly granted Scott Bradley's motion for new trial and reinstated him as mayor; however, the State filed the quo warranto proceeding and the mayoral issue is now before the Supreme Court. The Aldermen also authorized the Town's attorneys to immediately take all necessary legal action to void the disannexation ordinances and resolutions releasing extraterritorial jurisdiction of approximately 85% of the land area to the cities of Fort Worth, Roanoke, and Southlake (see description of litigation below). S Office of the Attorney General May 14, 1998 Page 5 Westlake was in store for additional surprises. On or about May 14, 1997, the Town learned that Carroll Huntress had written 67-$1,000 checks to R. William Wood and/or the law firm of Wood, Thacker & Weatherly, and 1541,000 checks to attorney George Staples, Jr. on the Town's checking account. The Town's checking account required that any check in excess of $1,000 be co-signed by another authorized signatory on the Town's account, and Huntress knew that he would not be able to obtain the co - signature for a check in excess of $1,000. R. William Wood and Wood, Thacker & Weatherly were purportedly hired by the former Aldermen to assist in the removal of Bradley and the dismantling of the Town. George Staples was hired to "prosecute" Bradley in the removal trial. When Westlake found out about the unauthorized checks to Wood and Staples, it immediately closed its account at the bank. At its next Board meeting, Westlake authorized the establishment of a new account at the bank and authorized new signatories to the account. In furtherance of the conspiracy to dismantle Westlake, in late May, 1997, Dale White sent a letter (drafted by the law firm of Hughes & Luce, the attorneys for Hillwood) to Keller State Bank (the bank at which Westlake maintains its operating accounts) alleging that the current Board of Aldermen had no right to control the funds on deposit in Westlake's account. A similar letter was sent by White to TexPool, a governmental agency holding and investing the majority of Westlake's funds. These actions caused both TexPool and Keller State Bank to freeze Westlake's funds and forced Westlake to file a bankruptcy proceeding. The bankruptcy judge released the funds to Westlake and the bankruptcy was subsequently dismissed. THE LITIGATION As a result of the above, Westlake and/or its officers have been involved in the following matters of litigation: Application for CCN's before the TNRCC. The Town is represented by the Austin law firm of Lloyd, Gosselink, Blevins, Rochelle, Baldwin & Townsend, P.C. 2. State ex rel Dale White v. Scott Bradley. Bradley is represented by E. Eldridge Goins, Jr., James W. Morris, Jr., and Jeffrey S. Wigder of the Dallas law firm of Goins, Underkofler, Crawford & Langdon, L.L.P., and Joe R Greenhill and Bob E. Shannon of the Austin law firm of Baker and Botts. 3. In Re Town of Westlake, Debtor, Case No 397 -35297 -RCM -9. The Town was represented by Joseph Colvin of the Fort Worth law firm of Gilbert & 1 Office of the Attorney General May 14, 1998 Page 6 Colvin, L.L.P., J. Robert Forshey and Jeff P. Prostok of the Fort Worth law firm of Cantey & Hanger, L.L.P., and Patrick J. Neligan, Jr. and J. Robert Arnett II of the Dallas law firm of Neligan & Averch, L.L.P. 4. Town of Westlake vs. City of Fort Worth and Hillwood/Willow Bend, Ltd. et al; Cause No. 17-169048-97 on appeal to the Second Court of Appeals, Cause No. 02 -98 -00047 -CV, City of Fort Worth, et al vs. Town of Westlake, Texas. The Town is represented by E. Eldridge Goins, Jr., James W. Morris, Jr., and Jeffrey S. Wigder of the Dallas law firm of Goins, Underkofler, Crawford & Langdon, L.L.P., Terry D. Morgan and David G. Richardson of the Dallas law firm of Terry Morgan & Associates, and Paul C. Isham of Arlington, Texas. 5. Town of Westlake vs. City of Southlake and Maguire Partners, Cause No. 17- 169049-97; in the District Court of Tarrant County, Texas. The Town is represented by E. Eldridge Goins, Jr., James W. Morris, Jr., and Jeffrey S. Wigder of the Goins, Underkofler, Crawford & Landon law firm, Terry D. Morgan and David G. Richardson of Terry Morgan & Associates, and Paul C. Isham. 6. City of Roanoke vs. Town of Westlake, Cause No. 97-50150-97; in the District Court of Denton County, Texas, and consolidated with Cause No. 97- 40344-362, Town of Westlake vs. City of Roanoke. The town is represented by E. Eldridge Goins, Jr., James W. Morris, Jr., and Jeffrey S. Wigder of Goins, Underkofler, Crawford & Langdon, L.L.P., Terry D. Morgan and David G. Richardson of Terry Morgan & Associates, and Paul C. Isham. 7. Keller State Bank vs. Town of Westlake, et al., Cause No. 17-169326-97; in the District Court of Tarrant County, Texas. The Town was represented by E. Eldridge Goins, Jr., James W. Morris, Jr., and Jeffrey S. Wigder of Goins, Underkofler, Crawford & Langdon, L.L.P., Terry D. Morgan and David G. Richardson of Terry Morgan & Associates, and Paul C. Isham. 8. Hillwood Development Corporation, et al vs. Scott Floyd Bradley, et al, Cause No. 97-05260; in the District Court of Dallas County, Texas. Scott Bradley is represented by Darrell Noga of Cooper & Scully of Dallas, Texas. Defendants Bradshaw, Bush, Held, Isham and Redding are defended by Roy Barrett and Albert Witcher of the Waco law firm of Naman, Howell, Smith & Lee Messrs. Noga, Barrett & Witcher are being employed by the Town's comprehensive liability and D & O carrier, TML Intergovernmental Risk Pool. Bradley, Bradshaw, Bush, Held, Isham and Redding have filed a Office of the Attorney General May 14, 1998 _ Page 7 counterclaim against Hillwood and they are represented by E. Eldridge Goins, Jr., James W. Morris, Jr., and Jeffrey S. Wigder of Goins, Underkofler, Crawford & Langdon, L.L.P. on the counterclaim. 9. Donald R Redding vs. Town of Westlake, Cause No. 97-50203-367; in the District Court of Denton County, Texas. Westlake was purportedly represented, in part, by It William Wood and C. Jane Thacker of the Denton law firm of Wood, Thacker & Weatherly, P.C., and subsequently was represented by Paul C. Isham of Arlington, Texas. The case has been dismissed and the Town has no records concerning Wood, Thacker & Weatherly's services with regard to this suit. 10. David A. Brown vs. Town of Westlake, et al, Cause No. 97-50319-367; in the District Court of Denton County, Texas. Westlake was purportedly represented, in part, by R. William Wood and C. Jane Thacker of the Denton law firm of Wood, Thacker & Weatherly, P.C., and subsequently was represented by Paul C. Isham of Arlington, Texas. This case has been dismissed and Town has no records concerning Wood, Thacker & Weatherly's services with regard to this suit. 11. Oscar Renda, et al vs. Town of Westlake, et al, Cause No. 17-168429-97; in the District Court of Tarrant County, Texas. Westlake was purportedly represented, in part, by R William Wood and C. Jane Thacker of the Denton law firm of Wood, Thacker & Weatherly, P.C., and subsequently was represented by E. Eldridge Goins, Jr. and James W. Moms, Jr. of Goins, Underkofler, Crawford & Langdon, L.L.P., Terry Morgan and David G. Richardson of Terry Morgan & Associates, and Paul C. Isham of Arlington, Texas. Plaintiff has moved to nonsuit the case. The Town has no records concerning Wood, Thacker & Weatherly's services to the Town with regard to this suit. In Cause No. 17-169048-97, Town of Westlake v. City of Fort Worth, et al, Judge Davis has ruled that the disannexation ordinances and resolutions releasing extraterritorial jurisdiction of the Circle T Ranch, the properties owned by White, Dudley, Moore, and Oien, and some additional properties are void. As you can see, some of the above litigation matters have been resolved. However, the primary attorneys for Westlake in these matters (Goins, Underkofler, Crawford & Langdon, L.L.P.; Terry Morgan & Associates; and Paul C. Isham) have not always broken out their billing statements by individual cases. All of the matters are interrelated and arise out of the set of circumstances outlined above. a , Office of the Attorney General May 14, 1998 _ Page 8 The Board of Aldermen have approved all of the legal fees and expenses charged to the Town by the attorneys representing the Town. The Town Secretary prepares a list of bills to be paid for each Board meeting and this list sets out the amounts paid to various law firms. This is public information and Westlake will provide this information to Ms. Moffat upon payment of the reasonable charges for such copies. In addition, Westlake will furnish copies of canceled checks to Ms. Moffat upon the payment of the reasonable charges to go through the various bank statements and make copies of the checks. Westlake objects to furnishing Ms. Moffat copies of the itemized statements or invoices from attorneys on the basis of § 552.103 and § 552.107 of the Texas Gov't Code and also disputes the statement from Ms. Moffat that the information is needed for legislative purposes. § 552.103 says, in part, that information is excepted from public disclosure if it is related to litigation of a civil or criminal nature or settlement negotiations to which a political subdivision, i.e. Westlake in this instance, is a party or to which an officer or employee of a political subdivision, i.e. Bradley, Bush, Bradshaw, Held, Isham and Redding, is a parry; and that the attorney of the political subdivision has determined should be withheld from public inspection. As Town Attorney of the Town of Westlake, I have determined that such requested information should be withheld from public inspection. § 552.107 excepts from disclosure information that would fall within the attorney-client privilege. Open Records Decision No. 589 concludes that attorney fee bills may be withheld under Section 3(a)(7) of the Open Records Act, article 6252-17a, V.T.C.S., now § 552.107 of the Texas Gov't Code, only if they reveal client confidences or attorney advice. ORD No. 589 does not address the issue of whether attorney fee bills may be withheld under Section 3(a)(3) of article 6252-17a, now § 552.103 of the Texas Gov't Code. A review of ORD No. 589 indicates that the attorney fee bill submitted with the request did not involve pending litigation or settlement negotiations, but involved various city matters, some of which were reported in the newspapers. In the present instance, the attorney fee bills of the various attorneys representing Westlake in the above enumerated matters all involve the representation of the Town in pending or concluded matters of litigation or settlement negotiations except for portions of the Town Attorney's statements, See Heard v. Houston Post Co., 684 S.W.2d 210 (Tex App. — Houston [1" Dist.] 1984, writ reed n.r.e.) for the proposition that the exemption under § 3(a)(3) must involve pending or contemplated litigation or settlement negotiations. Under ORD No. 551, your office ruled that a review of a decision by a governmental body's attorney to withhold information pursuant to § 3(a)(3) would be limited to the relation of the subject matter of the requested information to the subject matter of the pending litigation. a . Office of the Attorney General May 14, 1998 Page 9 The statements at issue in this request relate to the subject matter of the various items of litigation involving Westlake and/or its Town officials. That information has been determined by the Town's attorney to be information that should be withheld from public inspection until all of the various matters of litigation have been finally resolved. Thus, the Town of Westlake requests that the Attorney General rule that the attorney fee invoices may be withheld under § 552.103 and § 552.107 of the Texas Gov't Code because they involve information with regard to pending litigation or settlement negotiations. Attached to this request please find samples of information that will be released to Ms. Moffat (Attachment "3'D, and samples of itemized invoices that Westlake seeks to withhold from public disclosure (Attachment 'W). To the extent that Ms. Moffat's request requires Westlake to provide the information in a form not presently existing or to perform an analysis of the same, the Open Records Act only requires a governing body to provide information that is collected, assembled or maintained by or for the governmental body and which is already in existence. Finally, Westlake is cognizant of § 552.008 that allows an individual member of the legislature to also receive confidential information "for legislative purposes". However, Westlake would submit that a mere statement by an individual member of the legislature that the information is for legislative purposes does not make it so. There should be an independent review of such a request and an evaluation of whether such request is truly for a legislative purpose. Westlake does not object to providing information that is truly for a legislative purpose. Westlake contends that a request for attorney fee information from a legislator who will not be a member of the legislature during the next legislative session is not a request for information for a legislative purpose. If you need additional information with regard to this request, please contact me. Respectful ly submitted, Attorney Town of Westlake Office of the Attorney General May 14, 1998 Page 10 cc: Representative Nancy Moffat Honorable James E. "Pete" Laney, Speaker of the House Representative Steve Holzheauser, Chairman, Committee on Energy Resources Representative David Counts, Chairman, Committee on Natural Resources Mayor Scott Bradley and Members of the Board of Aldermen E. Eldridge Goins, Jr. Terry Morgan Ginger Crosswy, Town Secretary S PAUL C. ISHAM Attorney at Law — 1408 W. Abram, Suite 103 • Arlington�Texas 76013 Phone (817) 461-7199 (Metro) • Fax (817) 795-7355 May 14, 1998 Nancy Moffat State Representative District 98 P.O. Box 2910 Austin, Texas 78768-2910 Re: Open Records Request, Town of Westlake Dear Representative Moffat: Please find enclosed copies of records concerning attorneys' fees paid by the Town of Westlake since the on -set of litigation in April, 1997. Please forward your check in the amount of $7.60 made payable to the Town of Westlake for these copies (76 copies @ 10 cents/copy). If you desire copies of canceled checks, documents, invoices, receipts and other records, the Town estimates that it will take approximately two -eight hour days to reproduce these records for the period of April, 1997 to present. Thus, if you desire these records, please forward your check in the amount of $240.00 (16 hours @ $15.00/hour) made payable to the Town of Westlake to cover the costs of retrieving and reproducing these documents for you. If you desire records prior to April, 1997, it will take longer to retrieve those records and we will provide you an estimate of those costs. The Town was involved in several lawsuits prior to 1994. Please advise if you desire records concerning these suits. It will be very costly to look for and retrieve the information concerning these suits. Some of the information is not available. Sincerely yours, PPtl -.maul C. Isham Town Attorney Town of Westlake, Texas Nancy Moffat, State Representative May 14, 1998 Page 2 cc: Office of the Attorney General (Open Records Division) Honorable James E. "Pete" Laney, Speaker of the House Representative Steve Holzheauser, Chairman, Committee on Energy Resources Representative David Counts, Chairman, Committee on Natural Resources Mayor Scott Bradley and Members of the Board of Aldermen E. Eldridge Goins, Jr. Terry Morgan Ginger Crosswy, Town Secretary A ; 1 S MRY-06-99 10-06 RM TOWN OF WESTLHKE SL7 4001912 P-01%02 MAY. -0e 99MIEi 1550 U -P SAN CP 4i0FFAl TEL Sl! P 002 X=rnxegCnffat rree �cmtto+r.1'mt •,. AAT .1t 5rtW40G: Ci6RGTN v• ..t,••• i MaW"$CUCES /\ r T•e CnG• colli.: 4•r.i- WWF171 G1. 4' GAF •'.(.110 COV -1101 7� �� ale of Zexers �ir i+ 1 rID �&UmC of �i pr2santatifre5 May5,1998 MAY 0 61998 TOWN OF WESTLAKE Town of Westlake 3 village Cimle Suite 207 Solana Westhxk, Texas 76252 Rs: Open Records Request Pursuant to the Texas Open Records Act ("ACT"), set out in Chapter 552 of the Government Code, and in particular'522.008 ofthe Act, the undersigned member of the Texas House ofRepmsentativee requests, for iegislative purposes, checks, docutmants, inv,tecs. receipts. records, and any other % iaen financial infornution relating to the Town of iL%esdake. This request for information includes the following: (1) A complete month-by-month.payntent schedtde for any attorney fees paid by the town of Westlake relating to any.lawsuiwbat oitlter.the town or the Board of Aldermrr. have pending or have resolved ^s .;.• (2) Included wzth dre phyuteat sciedttlo, pruvide each attorney's hourly billing nmoun• Thank you for your protnpt attention to my reyutst. VVY truly yours Nancy Moffat State Representative District 98 ATTACHMENT "1" -- orris. PO bGl Illi -101 OTKC AUC'1M1 TEW 71:Y- 10 6 wall 51 }I�jCQ11 6o�i16N.fi. TE s rCr' •r r I :r.w:.n a .--Yn— V 4 rv� :i' MAY -28-98 09:48 AM T OF WESTLAKE 817 1812 P.03 April 27. 1998 I lonorable Nancy Moffat State Representative District 98 P.U. Box 2910 Austin, Tx. 78768-2910 Dear Ms. Moffat, In response to your Open Records Act request of April 20, 1998, this will advise that the records you requested do not exist in the form you requested. This analysis would have to come from the property management company in Bryan/College Station and would require the employment of additional staff taking about 3 months to compile. 'ro amass this information would require from you a deposit of $20,000.00. The exisling records accumulated since your last Open Records Act request can be copied with a $200.00 deposit from you. We will await,your decision before asking the management company to proceed with your request. Thank you in advance for your prompt response. Sincerely, (linger Crosswy Secretary tc �/ 7Xl.6:r � TEL 168 5k, P. 002 JUN.-03'98!WED) 12;42 SSR0 %,yen * allege Station Kitt June 3, 1998 Ms, Ginger Crosswy SecretaryCo oration Texas Student Housing corporation 3 Village Ctmle, Suite 207 prCstlake, Texas 76262 Re; open Records Request, Records Concerning Facilities at Tezas A & lyl'llaiverstty Dear Ms. Crosswy on concerning the - nest to provide i" t r ed informu q rated in en Qpcn This letter is in response to Your firiaricial informationTSHC') by State sis of certain Corporation C reproduction of records andd�to the Texas Student Housing Records Request subtnitte Representative Nancy Moffat. facilities owned by the First, 1710.isamanagementcompanyengagedtomWaan gethree UniveraitY• We aTe not a division osub �i ,fie tion at Texas A & M university Texas Student Housing Corpo a at Texas A & M llmvetsity are knowncompany could not n e fsciliues we K The request is so voluminous that my of i Sx the Colony ApartMents. a in8 existing peel and facilities, nz Would Forum amount of tun educe the materials azul do the analy complete the task Ina reasonable amu nt to rept need to hire addiuonal personnel and equipment this task is outlined below. breakdown of the estimated cost for aoco P rated on a monthly and annual fasts and cial information is gene budgets for As you know, specific fisanCorporation That information inciu tees and monthly profit Student HoustnB etal statenierrts for cash of the fee These statements provided to the Tues audited ftaan facility each of the facilities, annual lication of fuad statements for each facility. and lass statements, source and aPP facility, the expenses incurred each moath by gen, each month by Itis my to erstanding that You have copies of these reflect the revenue g roti, or loss by facilityMoffat and the utonthly net p documeuls and can reproduceUniversithem for Ms. Financial Oifitac 701 College StattonDSuite Txriva77840 t02 pdminlstfu"Ve Offiles phone Fax(4 409) 081157 Col Soe statlonTexas x 77840 Phlone (800) 686-6937 Local 846-4242 Fax (409 9)846-6569 ,50 F JUN.-03'98iWED) 12:42 SSE NC TEL. 268 hk8 Bryan Ipcollopa Station *Killen Ginger Corsswy Page 2 SSRS, Inc, has managed the Colony Apartments for TSHC since December, 1995, and has managed the University Tower and The Forum for TSHC since January, 1996. We have thousands of checks, documents, invoices, receipts and records concerning the facilites, and my best estimate of the amount of documents is 50,000 pages. One must re min that we handle numerous financial transactions each month concerning each facility. For example, we write approximately 300 to 400 checks per month to pay expenses on the University Tower. Some of these checks will have a number of invoices attached to them. One check for food supplies could have in excess of 50 invoices attached to it. Next, many ofthe financial records are warehoused. Thus, in order to copy the same, we will have to retrieve the records from the warehouse, open the boxes, unstaple the documents, copy the same, re -staple the documents, close the boxes and return them to the warehouse. As previously stated, I do not have the manpower in-house to perform this operation. Also, l can not outsource the records for copying because of confidential and proprietary information contained within the records. Therefore, l will have to hire temporary help to work under my supervision to reproduce the records. My breakdown for completing the reproduction and analysis tasks is us follows, assuming that there arc approximately 60,000 documents: Three temporary clerks working 40 hours/week for 4 weeks. 480 hours @ $18,00/hr,($6,00/hr/temporary clerk) $ 8,640.00 Payroll taxes on temporary clerks 937.44 2.. Costs of paper estimating that 45,000 of the 60,000 copies are letter size and 15,000 are legal size: $23-00/case for letter (9 cases) 207.00 $38.00/case for legal (3 cases) 1 ] 4.00 Sales tax on paper 26.48 P. 003 wuminibrrOTlvo utttsos Financial tafiiees 410 South Texes Avenue Fin University alOf College Station, TX 77840 7011ese Station, ive Suite 0 102 Phone (800) 888-6937 Phone ) Lac `i (4)9) 846-4242 2 Fax (40 )0268 0958 268-1157 Fax 409 846-8569 ` ' Y JUN -0YHRE0) 12:45 SSR iC TEL: 268 Hu P.004 .�� — Bryan tCollopa Station tK1116M Ginger Crosswy Page 3 3. Copier rental; First 12,000 copies 348.00 .029 cents/copy for remaining 48,000 copies 1,392.00 Delivery and pick-up charge 75.00 Sales Tax 149.74 Subtotal $11,889.66 4. Accountant to perform month -by -month analysis for each individual facility. Two weeks (80 hours ® $75,0O/hr) 6,000,00 Payroll tax for accountant _ 651.00 Subtotal $18,540.66 S. Overhead and supervision (10%) _L85},0-0 Total $20.394.66 The analysis requested by Ms. Moffat (ie. '(1) a complete month-to-month analysis of each individual facility by occupancy rates, revenues and expenditures, including maintenance and operation costs, salaries, debt service and management fees, and (2) a complete month -by month financial analysis of each individual facilities (sic) interest payment, and management fees") does not exist Thus, an accountant would be required to review the financial information and make the analysis. Also, since we are a management company and are paid a fee to manage the facilities owned by TSHC, time spent on this request by myself and other employees with SSRS, Inc. will result in an increase in the fee charged to TSHC, The work required in complying with the request is not covered within the scope of services under the management agreement. I have attempted to estimate the additional fee by setting out an overhead ebarge. Administrative Offiass Financial Offices 410 South Texas Avenue 701 University Drive, Suite 102 College Station, TX 77640 College Station, TX 77840 Phone 800)aaM937 Phone(409)268-1157 Local(409) 646-4242 Fak(409)268-0966 Fax (409) 046-8569 JVN. -03' 98 (?ED) 12:43 SSRI IC TEL:' 268 09 P. 005 Bryan CON604 sleNen *Killeen Ginger Crosswy Page 4 Finally, this request will result in substantial interference with the ongoing operation of managing the facilities at Texas A & M University since we have a small office. It will be difficult for us to house the temporary employees and perform the copying at our offices without interrupting our daily work in managing the facilities. If you need additional information, please contact me. Sincerely yours, P/&164 W. G. Davis Chief Financial Officer Re: Paul Isham, Town Attorney Administrative Offf"s Financial Offices 410 South Texas Avenue 701 University Drive. Suite 102 College Station, TX 77640 College Station, TX 77840 Phone(800)888-6937 Phone (409) 268-1157 Local (409) 846-4242 Fax (409) 268-0956 Fax (469) 846-8569 597`,10 L. D SPECIAL WARRANTY DEED AND BILL OF SALE 90.1J, I 10 PM 2: 05 STATE OF TEXAS V: ,, : , LC. CLERK § KNOW MEN BY RESB COUNTY OF BRAZOS § '°% ` ieni°USEK FPUTY That LODGECO PROPERTIES, LTD., a Texas limited partn rship ('i�'rrantor"), for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration paid by TEXAS STUDENT HOUSING CORPORATION, a Texas nonprofit corporation ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED, SOLD, TRANSFERRED, ASSIGNED, and CONVEYED, and by these presents does by this Special Warranty Deed and Bill of Sale (this "Deed") GRANT, BARGAIN, SELL, TRANSFER, ASSIGN, and CONVEY, unto Grantee the following property and interests (such property and interests collectively, the "Property"): (a) that certain tract or tracts of real property more particularly described on Exhibit attached to this Deed and made a part hereof for all purposes (such tract(s), the "Land"), together with (A) all buildings and improvements situated thereon; (B) all estates, easements, interests, licenses, rights, titles, powers, and privileges of Grantor in and to the real estate lying in the streets, roads, alleys, ways, sidewalks, or avenues (open or proposed) affecting, crossing, bounding, in front of, or adjoining the Land (including, without limitation, any unpaid awards or damages payable by reason of damage thereto or by reason of a widening of or changing of the grade with respect to same) and in and to any strips or gores of real estate abutting, bounding, adjoining, or adjacent or contiguous to the Land; and (C) all estates, easements, interests, licenses, rights, titles, powers and privileges appurtenant or incident to any of the foregoing (the Land together with all such Property collectively, the "Real Estate"); (b) fixtures, furniture, equipment, inventory, and other personal property (excluding personal property owned by anyone other than Grantor) that is situated in, on, or about the Land (including, without limitation, all heating, lighting, refrigeration, plumbing, ventilating, incinerating, water heating, cooking, radio, communication, electrical, dishwashing, and air conditioning equipment and all appliances, furniture, engines, machinery, elevators, pumps, motors, compressors, boilers, condensing units, doors, windows, window screens, disposals, range hoods, tables, chairs, drapes, rods, beds, springs, mattresses, lamps, bookcases, cabinets, sprinklers, hoses, tools, lawn equipment, and floor coverings and all office furniture, furnishings, equipment and machinery, if any, in Grantor's management office) or the improvements on the Land (all such Property collectively, the "Personal Property"); (c) and the proceeds of all insurance covering the Land, any improvements located upon the Land, and the Personal Property; -1- vo-, 251 -9. -Au 202 (d) the building materials, equipment, machinery, and other items of personal property of any kind or character related to, situated on or used, or acquired for use on or in connection with the use of any part of the Land and/or any improvements located upon the Real Estate; and (e) the accounts, inventory, instruments, chattel paper, documents, consumer goods, insurance proceeds, leases, contract rights, and general intangibles related to any of the Real Estate, including (without limitation), the following to the extent that they are assignable: (1) the rights or awards due to Grantor arising out of any eminent domain proceedings for the taking or for loss of value of any of the Real Estate; (2) the rents, issues, profits and deposits due to Grantor, as lessor, under any lease covering any of the Real Estate and all other rights, remedies, and interests of Grantor, as lessor, under any lease covering any of the Real Estate; (3) the agreements entered into with any party with respect to architectural, engineering, management, maintenance, employment, service, supply, insurance, utility, brokerage, promotional, marketing, or consulting services rendered, or to be rendered, with respect to the acquisition, construction, development, ownership, management, promotion, marketing, leasing, operation, or sale of any of the Real Estate; (4) the trademarks, trade names, or symbols under which any of the Real Estate is operated or the business of Grantor at the Real Estate is conducted, all telephone exchanges (if any) related to the operation and management of the Real Estate, and all keys to locks on the Real Estate; (5) the deposits of cash, securities, or other property that may be held by Grantor to secure the performance by each lessee of such lessee's covenants, agreements, and obligations under any lease covering any of the Real Estate; (6) the plans, specifications, and drawings (including, without limitation, plats, plans, foundation plans, utility facilities plans, floor plans, elevation plans, framing plans, cross-sections of walls plans, mechanical plans, electrical plans, architectural and engineering plans and specifications, and architectural and engineering studies and analyses) prepared by any architect or engineer with respect to any of the Real Estate; () the permits, licenses, franchises, certificates, and other rights and privileges obtained by Grantor in connection with the Real Estate and all guaranties and warranties relating to the Real Estate; -2- v o,, 251 0 Pdtir '21tl (8) any completion bonds, performance bonds, labor and material payment bonds, and any other bonds (and the proceeds therefrom) relating to any of the Real Estate or to any contracts providing for completion of any buildings, structures or improvements to or on any of the Real Estate; (9) the monetary deposits that Grantor has been, or may be, required to give to any public or private utility with respect to utility services furnished, or to be furnished, to the Real Estate; and (10) the accounts receivable arising out of the leasing and operation of, or the business conducted at or in relation to, any of the Real Estate; THIS CONVEYANCE MADE SUBJECT, however, to the following exceptions (the 'Permitted Exceptions"): (a) the lien for ad valorem taxes for tax year 1995 that are not yet due and payable; and (b) the easements and other encumbrances affecting the Property described in Exhibit B, attached to this Deed and made a part hereof for all purposes; ALL OF THE PROPERTY BEING CONVEYED PURSUANT HERETO IS CONVEYED "AS IS", "WHERE IS" AND WITHOUT WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR USE OR PURPOSE EXCEPT FOR WARRANTIES OF TITLE STATED HEREIN AND EXCEPT TO THE EXTENT THAT THERE ARE WRITTEN WARRANTIES OR REPRESENTATIONS CONTAINED IN THAT CERTAIN INSTALLMENT SALES AGREEMENT OF EVEN DATE HEREWITH PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED AND BILL OF SALE IS BEING EXECUTED. TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, unto Grantee, its successors and assigns, forever, and Grantor does hereby bind itself, its successors and assigns, to WARRANT and FOREVER DEFEND all and singular the Property, subject to the Permitted Exceptions, unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantor, but not otherwise. The mailing address of Grantee is: Texas Student Housing Corporation, 3 Village Circle, Suite 207, Westlake, Texas, 76262, Attention: President. - 3 - YO 2519 PAcF 204 IN WITNESS WHEREOF, Grantor has executed this Deed as of January 19th, 1996. LODGECO PROPERTIES, LTD. By: ROSSCO HOLDINGS INCORPORATED, General Partner B 7, Name: Leonard Ross Title: President STATE OF CALIFORNIA COUNTY OF LOS ANGELES BEFORE ME, the undersigned authority, on this day personally appeared LEONARD ROSS, President of ROSSCO HOLDINGS INCORPORATED, a California corporation, as general partner of LODGECO PROPERTIES, LTD., a Texas limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument, who, being by me first duly sworn, declared that he executed the same for the purposes and consideration and in the capacity therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this K day of January, 1996. At, 1&� Notary PubW, , S/ta�te o C/c kG E v yl l MAA a, Printed Name: Y I ►AA1 __T My Commission Expires: Signature Page for Special Warranty Deed and Bid of Sale VOL 25.0 past 205 _ MARTHA J. KRETZMER a COMM, 1004469 z z ' -' ` Notary Public — California g LOS ANGELES COUNTY My Comm. Expires SEP 21,1997 At, 1&� Notary PubW, , S/ta�te o C/c kG E v yl l MAA a, Printed Name: Y I ►AA1 __T My Commission Expires: Signature Page for Special Warranty Deed and Bid of Sale VOL 25.0 past 205 University Tower (page 1 of 3) TRACT 1: Field notes of a 4.5047 acre tract or parcel of land lying and being situated in the J.E. Scott League, Abstract 50, Cbllege Station, Brazos County, Texas, and being the 'same land as described as 4.504 acres in the Deeds recorded in volume 493, Page 690. and Veiume 484, Page 570 of the Deed Records of Brazos County, Texas, and being more particularly F --scribed as follows: B'EGINN= .at an iron rod found marking the intersection of the southwest right of way of Sexas Avenue (highway No. 6). with the northwest right of• way of Fanu to Market Highway No. 60; THENCE North 44 deg. 02•min. 02 sec. West along the southwest right of way of Texas Averrie (Highway 230. 6) for a distance of 75.00 feet to an iron rod set for corner, said corner marking the nortYmost corner of a tract of land conveyed by Gorzycki to Grant by Deed recorded in Vol-ume -89, Page •488 of the Deed Records of Brazos Wtmty, Tetras, now occupied by a Gulf Service Station, said corner also marling the POINT OF BEGI:NNMG of the herein described tract; MM.E South 45 deg. 13 min. 02 sec. West along a fenced retaining wall marking the soutYrsesterly line of the afozsrnuticned now or foamrly Grant tract for a distance of 100.00 feet to a drill hole set for corner on top of a concrete ratau=g wall, said corner marking the westmost corner of the aforementioned now or formerly Grant tract; THENCE South 44 deg. 02 min. 02 sec. East along a fenced retaining wall narking the southwesterly Line of the aforementioned now or foL,rrly Grant tract for a distance of 75.00 feet to a drill hole set for a corner on top of a concrete retaining wall, said corner marking a point on the northwesterly right of way of Farm to Market Highway No. 60: THENCE South 45 deg. 13 min. 58 sec. West along the aforeaentianed right of way of Farm to Market Highway No. 60 for a distance of 224.00 feet to an iron rod set for corner, said corner marking the eastanst corner of the tract of land now occupied by Ben Bailey Liquor and Courtea Hair Designs; THERE North 44.deg..41 min. 02 sec. iQest along the northeasterly l'ne of _ the aforementioned Bailey Liquor and Courtea Hair Designs tract for a distance of 110.00 feet to an iron rod set for corner, said corner marking the nort1m:ost corner of the aforeuentioned Bailey Liquor and Courtea Hair Designs tract.; TilEN,E South 45 deg. 13 min. 58 sec. West along the Northeasterly line of the aforementioned Bailey Liquor and Oourtea Hair Designs tract for a distance of 70.00 feet to a drill hole.set for corner on the northeasterly concrete gutter of Meadowland Street, said corner marking the wastraDst corner of the afore:rentioned Bailey Liquor and Caurtea Hair Designs tract, said corner being located inside the afox-erentioned Meadowland Street northeasterly right of way by 7.26 feet as now located; EXHIBIT,A to SPECIAL WARRANTY �� DEED Y0: J PACO rlu University Tower- (Pace 2 of 2) Rcr= North 44 deg. 41 min. 02 sec. West, o✓ a line comarg—g w'y: the afore-nentioned norttheasterly right of waLv li= of Mea3V41and Street as mw located for a distance of 422.10 feet to mn iron rod set :or car, said 'non rod being 0.67 feet inside the afo:­zontioned northeastra:r'_y right of way of Neadoaland Street as now l.oca.red, said corner also narking the southrmst corner of the tract of land described the Deed fmm Marion Pugh recorded in Volum 173, Pave 520 of the Deed Firs of Brazos County, Texas,. and naa oxupied by.'ti>a Sands Mote -1; THEN - North 45 deg. 06 min. 36 sec. East alcmg a Line Markin_ the southeasterly line of the aformantimned Sam's MDte1 ;-act fcr a d:s;.ance of 400.05 feet to an iron rod set -for corner, said corner Marr. he eastcrost corner of the aforenentiozed sands Motel tract, said cosr�-_r also msrki*g a point on the aforementioned south% sterly r_ght of Lay I—' of Mtxas Avenue (HigIvay No. 6); THENCE South 44 deg. 02 mixt. 02 sec. East a] cg the aforarent � southeasterly right of way line of Texas Ave -._e (High ay No. i) f= a dista.-ice of 458.00 feet to the PLACE OF =I.t,=, containing 4.5C47 acres of land, more or less. `x, All. Of Int Number Six (6) , Seve.., (7) , Fight ',S),Nine (9) , Tim (1c), Elevaz (11), Twelve (12), Fourteen (14), Fi zoen (15), and S_xtee:- (16), Of h3'cAMMAND ADDITION, an addition to the City of College S --tial-, Brazos CO=t_v, Tums, aocordi.ng'to the Plat the_^-eo: recorded in Volute 94, Page 278 Of the Deed Records of Brazos County, Texas - TRACT 3: Parcel of land lying and being situated in t A J.E. Scott LeaPae, -50, College Station, Brazos County, Texas, and he=g past of the pct of land described in Voltmm 219, Page 471 of tr_ Deed Records of Bra= County, Texas, and being more Particularly dascribed as follast BDGI1,^Ml G at an iron rod found rarki.ng the L—zarsection point of t -re soutir.ast right of way line of State High -;ay `:o. 6 (Texas Avenue) a. -e - the mrthwest right of way line off FM 60 (University Drive); THEM= South 45 deg. 13 min.g58 sec. West, a =g the afo_ram--?one= northwest right of way line of ym 60 for a d: -stance of 324.00 _`eet to an iron rod found tasking the FUEACE OF BEGnz%-hG of the harei.-. dsscaed 0.1768 acre tract, said iron rod also nomkinc the south Arne- of a 4.5047 acre tract described in the Deed recorded in Blum 493, Page 690 cz the Deed Pecords of Brazos County, mss; A 253 9� rW7 University TY7v.'Er (-Daae 3 of 3) Tracz 3 (Cont'd) THROE: Borth 44 deg. 41 min. C2 sec. West, alone the O= mn 1= -ie o the herein described 0.1768 acre tract and the aforementi=ad 4.5.47 acre frac- for a distance of 110.00 feet to an iron rod fc,--d for corner; TrM�M South 45 deg. 13 min. 53 sec. West, for a dis-..a::x of -O.00 feet to a drill hole in the northeasterly concrete c Iter o' vjaado:-zmd S`-eet, said corner marking the westmt corner of the :ere :. E;scrib=i 0. 1768 . acre tract, said corner being located inside thw afc_-aeationed me�dowland Street northeasterly right of •..•ay by 7.26 feet as now locates; ZiM'Cl- South 44'deg. 411 m n. :2 sec. East, to a poi ` :or cc, er, said point being located in the zfG=el 7tiosednarttvPst =c. -t 0f �v _n- of FM 60, said point also being _,crated inside the afore-,)jr�+ioned b �- aa�land Street northeasterly right of way by 9.07 feet as nct • :rate-; 719=C North 46 deg. 13 min. 55 sec. East, alone the a=�..renen_onE northwest right' of way of EM 60 for a distance of 70.00 feet to PIA-- CF SEmz\Mr., containing 0.1768 acres of 1a*i, mere or less. V0,1. pd�C r; 134 Meadowland All that certain lot, tract or parcel of land lying and being situated in Brazos County, and being Lot Four (4), NORTH PARC SECTIO:`; II, an addition to the City of College Station, Brazos County, Texas, according to the plat recorded in Volume 494, Page 543, Deed Records, Brazos County, Texas. VU 2519 Wt 209 130,132 and 136 Meadowland Being all those certain lots, tracts or parcels of land lyirg and being situate! in DCuZU:t C:uuuLy, 'I'uxna, znd b" L11(i Lr,i ❑ Two ( 2 ) .phi_,,,, (3) and Five (5), NORTH PARK, SECTION II, an addition to the City of College Station, Texas, according to plat recorded in Volume 494, paye 543, Deed Records of Brazos County, Texas. c? vow 151. PAGE 2 10 154 Meadowland All that zertain lo:, tract or parcel of land lying and being s'_=uated in Brazos County, Texas, and being Lot Two (2), Bloc:: One (1), NORTH PARK, an addition to the City of College Station, Braz:s County, Texas, according to the p' -at recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Texas. VOL'`J_9pd�r l� .The Forun All that certain tract or parcel of land lying and be:nc situate_ -4- the the City of Bryan, Brazos County, Texas, and being more particularl:: described as follows: BEGINNING at an iron rod marking the common front corner of Lots 2 and 3, Block 11, Mitchell-Lawrence-Cavitt Addition to the City of Bryan, Texas, plat of said addition being recorded in Vc_ume 86, pave 590, of the Deed Records of Brazos County, Texas; THENCE N 45' 11' W along the comr..on line betveen this tract and =he southwesterly right-of-way line of Texas Avenue (State Highway No. c) for a distance of 46.85 feet to an iron rod at the beginning of a curve to the right; THENCE continuing along said right -of -May line for an a=c distance cf 70.76 feet tc an iron rod (the chord bears N 44' 33' W 7=.76 fee=) at the North corner of Lot 1, Block 11, Mitchel_-Lawrence-C=vitt Addition; THENCE continuing along said richt-of-way line for as arc distance of 211.76 feet to an iron rod (the chord bears N 43' 32' l; 211.75 fee=) marking the North corner of this tract; THENCE S 45' 01' W for a distance of 464.85 feet to an _ron rod for corner; THENCE S 44' 59' E for a distance of 300.00 feet to an :ron rod for corner in the northwesterly line of Edith S:reet; THENCE N 45' 01' E along said line of Edith Street for a distanz'u cE 259.02 feet to an iron rod for corner of the northeasterly line of Maloney Street; THECNE S 45' 11' E along said line of Maloney Street for a dista_zc= of 29.3 feet to an iron rod for corner at to South comer of tf e beforementioned Lot 2, Block 11, Mitchell -Lawrence -Cavi -:t Addit=on.; THENCE N 45' 01' E along the corLmon line be_ween Lots 2 and 3 in said Block 11 for a distance of 200.0 feet to the place of beginning, containing 144,173 square feet or 3.3098 acres of land core or lass, in the ZENO PHILLIPS LEAGUE and a part of tl:e MITCHELL-LAWRENCE-CAVITT ADDITION. vol, 519 °a15f 2,12 EXHIBIT B to Special Warranty Deed and Bill of Sale (Lodgeco) Permitted Exceptions - 6 - VOL 2519rasr 213 BIT B PERWITED EXCEPTIONS 134 Meadowland Rights Of Parties in Possession. oil & Qas Laaeo dead April 19, 19631 +seoutad b�• Winni£rad Morton to North Central Oil Co., and r000rded Volume 86, Page 324, :-1 & Gas Lease Records, Brazos County, Texas. Easements and Building Lines as shown on plat recorled in Volune 494, Page 943, Deed Records, Brazos County, Texas. VOL 251.9 MOM Received Time ---Jan. 12. 3:14PM ......-Print Time Jan. 12. 3._7`M. PEUNUTTED EXCEPTIONS 130,132 and 136 Meadowlaud Rights of Parties in Possession. Any visible and apparent roadway or easement over or across the subject property the existence of which does not appear of record. Easements and building lines as shown of record on plat of North Park, Section Z:, recorded in Volume 494, page 543, Deed Records c= Brazos County, Texas. Rights of tenants in possession under unrecorded leases or rental agreements. VOL 25 .9 Fox 215 _Received Time Jan. 12. 3:14P1.L._....—Print Time Jan, 12. 3:17PM y PERMITTED EXCEPTIONS 184 Moadowluud Rights of Parties in Possession. Easements and Building Lines as shown on plat recorded in Volume 465, Page 37 of the Deed Records of Brazos County, Tuxus. 011 & Gas Lease dated April 21, 1983, executed by Max Lee Mardick and wito, Nancy J. Mardick to North Control Oil Co., and rdcordod in Volume 86, Page 434 of the Oil & Oaa Lease Records of Brazos County, Texas. Discrepancies and conflicts between plat of North Park and Taxian Addition; vacancy between Lot 2 and 3chlotsky's tract, all indicated in "Exhibit All to survey prepared by S. M. Kling, R.P.S. #2003 on Sepbamber 4, 1990, a copy of which is Incorporated herein as Exhibit "A". vo-, 2519 pnr 21.6 P...; A Time T- 0 I-IAPM Print Tirn,e Jan.12 3:17PM PEItW11'ED EXCEPTIONS UNIVERSITY TOWER IH Ilily WcwuwunL dulud Nuvumbul b, l91.14, uxuuuLed Ly Ramada luu, luu. Lu Clty of Colluge Station, and rocorded in Vol%mm 740, Mlln 171, of Klin nrrl„Inl Irnrnr,in nl' Ik n:o ni r nnit y, 'Putlgtl. Utility Easement filed January 9, 1963, executed by Joe A. Ferrari, Inc. to City of College Station, and recorded in Volume 639, Page *34, of the Official Records of Brazos County, Texas, ' An ngraomonh wit), rnuununiP.y ritbInvinlrin Cor•lictr•nhlou and .kin Ih•rrnrl d/h/., luuunrl.t, It,,,. for the installation and operation of Cable Television Systema, as set forth la instrument filed for record in Volume 306, Page 632, Dead Records of Brazos County, Texas. Acaignment of Right of rntry Puasemont dated October 31, 1904, executed by Commnunity Cablevision Corporation to McCaw BCS Communications, Inc., and recorded in Vol, -,.me 75a, Ptt,p• :tl t, ur I.,n ort Irl,o Brv•.n Jn ,r it, nzu, t'nunt y, 'I'nnnn. L•aoemert dated July 19, 1989, executed by Lodgeeo Propartiea, Ltd, to City of Colluge station, and rocorded Cu Volume 1130, Page 761, of the official Recordo of Bra::co C,,,.nty, Taxas. Memo of Lease dated February 27, 1991, by and betwac.: Lodgeeo Properties, .,c,.. _ d riny.lnnln r'niun,ulil.•nl I,atn, I+u'., In vriluum 1',wi, l,n-)n wit. urrlulnl 3razou County, Texau. V..e„io of License Agreement dated February 27, 1991, by and between Lodgeco :=e3ertles, Ltd. and Clayaeata Communications, Inc., recorded in Volume 1241, Page 060 of tna C,feicaal Racordu of arszos County, 'Texas. —.,-----Received Time—Jan, 12. 3:14PM.. _..__Print Time—Jan, 12. J::iP':'1__ PERNUTTED EXCEPTIONS THE FORUM Rights of tenants in possession under current private dormitory leasee. Oil 4 04a Lease dated November 1, 1991, executed by Lillian Kurz to Keith D. Graham, recorded in volume 1381 Page 166 of the Official Records of Brazos County, Texas, triI L CLuI L.•�uiriCll Ir,l!luly Iwl,H 1'8xnrul ,vl 1, 1:1 ;lw y 11 IS H 17 l•.1tip- ,y 1„ I1. 14, Al I'm' recorded in volume -65: peg®-654'of.'EiiO Oil 4 Gas Lease Records of Bravos County, Texao, +t .n 3�1mv MnNt IM (ti U..v �K , Oil & Gas Lease dated November 13, 1991, executed by Lodgeco properties, Ltd. to Comstock Recouroea, inc., recorded in volume 13so page 68 of the Official Recordo of Brazoo County, Texas.,,. :3. U-0 :C '1'lUtlC'�C:S.t1 drptember exec': -td by Lodgeco ;'ropartieo, W to Al and Shoi_a Roar, Trueee�(e�,,.usacuri�5_r'Che payment _° a t note of e -:en date there::th _n the P of $1,CCC.000.00, pa---a�ie to Al and 5_eila Roes, said Deed oS T:y3z being racc=ded Volur..e IED;. Page 280, r; the Officia= records of Bra:oa County, ��. Yrara ;� 6. a1'a�r.o :: dalo1 9optenudr l8, 1992, _rom Lodge= ::oparties, +:d Sheila Roes, recorded in volura .6o6, gaga 2e'e :f the Ofticia: ;� tc Al Cour:=y, T_ I!L_. Records of __a=cz Vol, 2519 PAGE ?18 Received Time._Jan. 12. 3:14PM _ Print Time_ -•___Jan. 12. 3: !??M STATE OF TOM ' ' COUNTY OF:MWOS dak d h the this inatumw was Mod on ft.. carded fn ttw s n@ed herrn by ee and was 4VIY m pkme and papa of the named reerds of &aaos Cn*, Teaaa ac stampad Mason by me JAN 241996 �� C�.Breaac�amlyTexas o � - �� J , �. �� gqo