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HomeMy WebLinkAboutSan Marcos Reso Deed in Lieu of Foreclosure 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 behkf 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 Foreclosureand 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 Secretaryof the TSHCSMP to execute and deliveron behalf of the TSHCSMP the Conveyance Documentsand take all otheractions necessaryand/or appropriateto effectthe conveyanceof the Project pursuant to the Conveyance Documents; and WHEREAS,the meetingat 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 oftheConveyance of the Project Pursuant 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 10/2008 SECTION 4. Conditions to Entering into theConve ance Documents The TSHCSMP shall not deliverthe Conveyance Documents unless and until the President has received all amounts due and payable to the TSHCSMP under theConveyance Documents SECTION 5. Authorized Officers The Chairman,Vice Chairman,President,and Secretary are each hereby authorized on behalf of TSHCSMP to(a)execute and deliver certifications as to facts as are necessaryto accomplish the purposes of this Resolution,(b) do all things necessary and/or appropriate to effect the conveyance of the Project, and (c) carry out the terms and purposes of this Resolution, including(without limitation)the execution and delivery of all agreements and other documents and papers, whether or not mention herein, contemplated to be delivered in connection therewith SECTION 6. Power to Revise Form of Documents Notwithstanding any otherprovision ofthis Resolution,the Chairman,Vice Chairman,President,and/orthe Secretary of the TSHCSMP are each authorized to make or approve revisionsto the Conveyance Documents if in the opinion of the Chairman or Vice Chairman and the President and General Counsel,Scott Bradley,such changes are appropriate to effect the purposes of this Resolution,and the approval of any such changes to the documents shall be conclusively established by such the execution and delivery thereof. SECTION 7. Effective Date of Resolution This Resolution shall take effect immediately upon its adoption. Z7 ac t ADOPTED on this W@N*w14e!- 1008, Title: ce.-Chairman Name: Jac Irvine Title; Name: Pete Ehrenberg v.1.TAM 10=008