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HomeMy WebLinkAbout05-22-96 TSHC Min (2) A RESOLUTION AUTHORIZING THE PURCHASE AND FINANCING OF CERTAIN EDUCATION- RELATED HOUSING FACILITIES PURSUANT TO CERTAIN INSTALLMENT SALE AGREEMENTS, AND THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH AND RESOLVING RELATED MATTERS WHEREAS, this nonprofit corporation (the "TSHC") has been created pursuant to Section 53.35(b) of the Higher Education Authority Act (Chapter 53, Education Code) (the "Act") as a duly constituted authority and instrumentality on behalf of the Town of Westlake, Texas that is authorized, under Section 53.35(b) of the Act, among other things to acquire "educational facilities" and "housing facilities" (within the meaning of the Act); WHEREAS, the TSHC desires to purchase certain education-related housing facilities (consisting of land and improvements thereof) and certain personal property in connection therewith (such facilities and personal property collectively, the "Project") from Contessa Dormitory Associates, Ltd. (a Texas limited partnership) and Madison Joint Venture(a Texas joint venture), or their respective successors in interest (collectively, the "Project Sellers"); WHEREAS, the TSHC desires to finance the purchase of the Project through an Installment Sale Agreement(collectively, the "Installment Sale Agreements") with each of the respective Project Sellers; WHEREAS, the board of directors (the "Board") of the TSHC deems it appropriate to authorize the purchase of the Project and the execution and delivery of the documents contemplated by the Installment Sale Agreements and any other action necessary therefor; WHEREAS, the members of the Board have been given notice of the meeting at which this Resolution has been considered in accordance with the TSHC's bylaws and applicable law; WHEREAS, the meeting at which this Resolution has been considered was open to the public as required by law, and public notice of the time, place, and subject of such meeting has been given in accordance with Chapter 551, Government Code; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TEXAS STUDENT HOUSING CORPORATION: SECTION 1. Preamble. The preamble of this Resolution is hereby adopted and made part of this Resolution. SECTION 2, cgs. The Board, acting on behalf of the TSHC, hereby finds (solely for its own purposes to facilitate accomplishing the purposes of this Resolution) that(1) the Project is in furtherance of the public purposes of the Act and is required or suitable for aiding institutions of higher education by providing educational facilities and/or housing facilities and facilities incidental, subordinate, or related thereto or appropriate in connection therewith and (2) the material requirements and/or prerequisites for final approval by the TSHC of the financing of the Project through the Installment Sale Agreements have been satisfied and the documents approved by this Resolution are satisfactory in form and content to the Board. FI€JICAL:43916.1 29841-00002 SECTION 3. Purchase of the Pr ect The TSHC hereby authorizes the purchase of the Project from the Project Sellers pursuant to the respective Installment Sale Agreements, copies of which are attached to this Resolution), between the TSHC and each of the Project Sellers, prescribing the terms of such purchase and financing. The purchase price for the Project shall be the lesser of$14,ClOQ OW or the fair market value thereof as determined in the appraisal to be submitted by the Project Sellers to the TSHC in accordance with the Installment Sale Agreement. SECTION 4. Mortgage of Project. The TSHC hereby authorizes the granting of a deed of trust lien and security interest in the Project for the benefit of the "Beneficiary" (as defined in each of the Installment Sale Agreements) under the Deeds of Trust, Security Agreement, Assignment of Rents, and Financing Statement (collectively the "Mortgages," copies of which are attached to this Resolution), from the TSHC to the mortgage trustee identified therein, providing the terms and conditions of such grant. SECTION 5. Mana ement of Pro'ect. The TSHC hereby authorizes the operation and management of the Project under the Management Agreements (collectively, the "Management Agreements," copies of which are attached to this Resolution) between the TSHC and the "Project Manager" identified therein: SECTION 6. Approval of D cument . (a) The TSHC hereby approves, and authorizes the execution and delivery of, the Installment Sale Agreements, the Mortgages, and the Management Agreements, and such other documents to which the TSHC will be a party as are authorized under or contemplated by such documents (such documents, the "Purchase Documents") in substantially the form and content attached to this Resolution, and such additional documents (if any) as are otherwise required to effect the transactions contemplated by the Purchase Documents, and hereby authorizes the performance by the TSHC of its duties and functions thereunder. (b) Subsequent to the adoption of this Resolution and prior to the delivery of the Purchase Documents, the provisions of the Purchase Documents (as approved by this Resolution) may be changed, to the extent permitted by law, at the request of the TSHC andfor the Project Sellers, if(1)the purchase price of the Project and the installment payments required to be under the Installment Sale Agreements authorized by this Resolution are not increased by any such change, (2) no obligation is imposed on the TSHC by any such change that is contrary to the Act or other applicable law, (3) the security for the installment payments is not materially and adversely affected by such change, and(4)each such change is approved by the general counsel of the TSHC and by the TSHC, which approval may be given on the TSHC's behalf by the authorized officer(s)of the TSHC executing the document(s)containing such change, which execution shall evidence such approval. (c) A copy of this Resolution and of each of the Purchase Documents shall be filed with the permanent records of the TSHC. SECTION 7. Ratification of prior Action- The TSHC hereby ratifies (to the extent that it may lawfully do so) all action not inconsistent with this Resolution that has been taken by (or on behalf of) the TSHC prior to the adoption of this Resolution for the purpose of effecting the purchase of the Project. SECTION 8. Authorized Officers. Each of the members and the officers of the Board (each as an authorized officer) is hereby authorized to execute and deliver such certifications as to facts, estimates, and circumstances as are necessary to accomplish the purposes of this Resolution and, on the TSHC's behalf, to (1) do all things necessary or convenient to carry out the terms and purposes of this Resolution, including (without limitation) the execution and delivery of the Purchase Documents, (2) perform all duties and functions of the TSHC under the Purchase Documents and this Resolution in order to accomplish the purposes thereof, and (3) certify as to all matters necessary or appropriate to implementing the transactions contemplated by the Purchase Documents. SECTION 9. Time of Taking Effect. This Resolution shall take effect immediately upon its adoption. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted officers and members of the Board, and the attached copy of the Resolution is hereby certified to be a correct copy of an official copy thereof, on file among the official records of the Board, on this 2nd day of July, 1996. [SEAL] r Of ice Title: ioc -5; L'-A--