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Home My WebLink About10-27-08 TSH San Marcos Min TEXAS1w STUDENT HOUSING BOARD OF DIRECTORS OFT E TEXAS STUDENT HOUSING AUTHORITY—SAN MARCOS PROJECT (AN INSTRUMENTALITY OF THE TOWN OF WESTLAKE) October 27,2008 PRESENT: Chairman Jim Carter and Directors Jill McKean, George Ledak, Melanie Lekkos, and Chuck Schultz. ABSENT: Director Jac Irvine. OTHERS PRESENT: President Pete Ehrenberg. 1. CALL TO ORDER. Chairman Carter called the meeting to order at 5:45 p.m. 2. CONSIDER A RESOLUTION AUTHORIZING THE CONVEYANCE OF THE SAN MARCOS STUDENT HOUSING PROJECT PURSUANT TO THE AGREEMENT FOR DEED IN LIEU OF FORECLOSURE AND MUTUAL LEASE AND RELATED DOCUMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF THE DOCUMENTS APPROPRIATE TO EFFECT THE CONVEYANCE, AND RESOLVING RELATED MATTERS. Mr. Pete Ehrenberg presented the item to the Board. MOTION: Director Carter made a motion to approve the Resolution (Exhibit "A'9 as presented. Director Ledak seconded the motion. The motion carried by a vote of 5-0. 3. REVIEW AND APPROVAL OF MINUTES OF JUNE 17, 2008, MEETING. Chair Carter introduced the item and requested a motion. OTION: Director McKean made a motion to approve the Minutes as presented. Director Ledak seconded the motion. The motion carried by a vote of 5-0. TSHC—San Marcos Project Page 2 of 2 Minutes October 27,2008 4. REVIEW AND APPROVAL OF MINUTES OF SEPTEMBER 16, 2008, MEETING. Chair Carter introduced the item and requested a motion. MOTION: Director McKean made a motion to approve the Minutes as presented. Director Lekkos seconded the motion. The motion carried by a vote of 5- 0. 5. REVIEW AND APPROVAL OF MINUTES OF OCTOBER 14, 2008, MEETING. Chair Carter introduced the item and requested a motion. MOTION: Director McKean made a motion to approve the Minutes as presented. Director Schultz seconded the motion. The motion carried by a vote of 5- 0. 6. ADJOURN. There being no further business before the board, Chairman Carter declared the meeting adjourned at 5:55 p.m. APPROVED BY THE TEXAS STUDENT HOUSING AUTHORITY BOARD OF DIRECTORS ON JANUARY 20,2009. The Minutes are approved and certified to be a true and correct reflection of the actions of the officers and members of the Board, and is hereby certified to be an official copy thereof, on file among the official records of the Board, on this the-2O day of January 2009. <Z1 arm Carter, Chair ATTEST ,//'Kim Sutter, Secretary RESOLUTION AUTHORIZING THE CONVEYANCE OF THE SAN MARCOS STUDENT HOUSING PROJECT PURSUANT TO THE AGREEMENT FOR DEED IN LIEU OF FORECLOSURE AND MUTUAL RELEASE AND RELATED DOCUMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF THE DOCUMENTS APPROPRIATE TO EFFECT THE CONVEYANCE, AND RESOLVING RELATED MATTERS WHEREAS,the Texas Student Housing Corporation—San Marcos Project("TSHCSMP")is a non-profit corporation created pursuant to the Higher Education Authority Act,as amended,Chapter 53,Education Code(the "Act")to act as a duly constituted authority and instrumentality on behlf of the Town of Westlake,Texas,among other things,to acquire, finance, and operate student housing facilities; WHEREAS,the Board of Directors(the"Board")of the TSHCSMP hereby finds that it is in the interest of the TSHCSMP to convey the student housing facility and related facilities, known as the "Ridge at San Marcos Apartments"(the"Project")pursuant to the Agreement for Deed in Lieu of Foreclosure and Mutual Release and the documents contemplated thereby and appropriate to effect the conveyance (collectively, the "Conveyance Documents",- WHEREAS, the TSHCSMP hereby authorizes the conveyance of the Project and the transactions contemplated by the Conveyance Document WHEREAS,the Board hereby authorizes the Chairman and Vice Chairman of the Board and the President and Secretary of the TSHCSMP to execute and deliver on behalf of the TSHCSMP the Conveyance Documents and take all other actions necessary and/or appropriate to effect the conveyanceof the Project pursuant to the Conveyance Documents; and WHEREAS,the meeting at which this Resolution has been considered has been called and held,and public notice of the meeting has been given, in accordance with applicable law; THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING CORPORATION—SAN MARCOS PROJECT: SECTION 1. Preamble. The preamble of this Resolution is hereby adopted by reference and made part of this Resolution. SECTION 2. Findings. The Board, acting on behalf of the TSHCSMP, hereby finds (solely for its own purposes to facilitate accomplishing the purposes of this Resolution)that the conveyance of the Project is in furtherance of the public purposes of the Act and is in the interest of the TSHCSMP, SECTION 3. Authorization of theConveyance of the ProjectPursuant to the Conveyance Documents The Board hereby authorizes and approves(a)the conveyance of the Project pursuant to the Conveyance Documents and(b)the execution and delivery of the Conveyance Documents by the Chairman,the Vice Chairman, the President, and/or Secretary of the TSHCSMP v.1.TAM 10/22/2008 ^ � SECTION 4. . The I5HC5MP shall not de|h/orfbe Conveyance Documents unless and until the preaidootbua received all ! amounts due and payable tothe TSf{C8M9 under theCoovnyamueDocuments ' SECTION 5. Authorized Officers. The Chairman,Vice Chairman,President,and Secretary are each hereby authorized uo behalf ofI8{{C3y1P to(a)execute and deliver certifications as to facts as are necessaryto accomplish the purposes of this Resolutiori,(b) do all things necessary and/or appropriate to effect the conveyance of the Project,ond (u)canyoottbete000uod purposes of this Resolution,including(without limitation)the execution and delivery of all agreements and other d000rucnto and papers, whether oc not mention herein, contemplated to be delivered in connection therewith SECTION 6. Power to Revise Form of Documents Notwithstanding any other provision of this Resolution,the Chairman,Vice Chairman,President,aod/urdbe 3eoretug'of the T3}]CSMPare each antbodzedto make or approve ccviaiooato the Conveyance Documents ifbnthe opioi000fdzeCbuinmoour\/iocCbuiouanaodtboProaidmutuudGeuoralC000soLSomttBrad|cy,ouobcbuogeouze appropriateto effectthe purposes of this Resolution,and the approval of any such changes to the documents shall be conclusively motuhiobedby such the execution and delivery thereof. SECTION 7. Effective Date of Resolution This Resolution shall take effect immediately upon its adoption. Z-T ADOPTED oo this Wevea4er- . 2008. Title: c~Cbabznau ` Name: Jac Irvine Title: Name: Pete Ehrenberg ' ` , / / \�_ v./zaM 10/22/200