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HomeMy WebLinkAbout10-14-08 TSH San Marcos Min (2) BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING AUTHORITY – SAN MARCOS PROJECT (AN INSTRUMENTALITY OF THE TOWN OF WESTLAKE) October 14, 2008 PRESENT: Chairman Jim Carter and Directors Jac Irvine, Jill McKean, George Ledak, and Chuck Schultz. ABSENT: Director Melanie Lekkos. OTHERS PRESENT: President Pete Ehrenberg, Secretary Kim Sutter, and General Counsel Scott Bradley. 1. CALL TO ORDER. Chairman Carter called the meeting to order at 5:45 p.m. 2. HEAR UPDATE AND DISCUSS AND TAKE ANY NECESSARY ACTION REGARDING POSSIBLE SALE OF THE RIDGE AT SAN MARCOS. President Ehrenberg advised the Board that a private buyer has agreed to purchase the San Marcos property for $11 million. Mr. Ehrenberg stated that the buyer has visited the property is finalizing the offer and expects to close on the property by the end of the month. Mr. Ehrenberg advised that MuniMae has agreed to pay all legal fees associated with the sale and the General Counsel has recommended that a Deed in Lieu of Foreclosure be executed by Texas Student Housing. General Counsel Bradley advised the Board that Texas Student Housing is the borrower and the City of Cameron is the Bond issuer on the San Marcos Project property. Chairman Carter requested that MuniMae indemnify TSH of any outstanding fees associated with Vinson and Elkins. President Ehrenberg advised the Board that MuniMae has agreed to honor the current scholarships for the remainder of the school year. TSHA – San Marcos Project Page 2 of 2 Special Meeting Minutes October 14, 2008 Chairman Carter expressed his interest in asking the buyer or MuniMae to honor all current scholarships for the remainder of their eligibility. Board discussion ensued regarding the number of renewal scholarship applicants. General Counsel Bradley recommended the Board utilize Mr. Allen Moon and reimburse him for attorney fees to negotiate and prepare the documents associated with the sale. Chairman Carter recessed the meeting at 6:24 p.m. Chairman Carter reconvened the meeting 7:02 p.m. MOTION: Director Schultz made a motion authorizing TSHC-San Marcos (the “Corporation”) to employ Allen Moon, Esq., to represent the Corporation in connection with the proposed transaction with MuniMae, provided, the terms of the transaction shall include the following consideration from MuniMae: 1) payment of all legal fees incurred by TSHA; 2) Payment to TSHA of approximately $35K in accrued asset management fees; 3) Payment to Asset Campus for property management fees related to early termination; 4) Agreement that all current scholarship students will be allowed to stay at the property on the same basis as currently provided under the TSHA Scholarship program; 5) Payment of fees owed to the City of Cameron; and 6) Indemnification from any and all (including without limitation) any fees owed to Vinson and Elkins. Director McKean seconded the motion. The motion carried by a vote of 5-0. 3. ADJOURN. There being no further business before the board, Chairman Carter declared the meeting adjourned at 7:15 p.m. APPROVED BY THE TEXAS STUDENT HOUSING AUTHORITY BOARD OF DIRECTORS ON ________________. 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 __ day of___________. ______________________________________ Jim Carter, Chair ATTEST ____________________________________ Kim Sutter, Secretary