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Home My WebLink About04212021 TSHC Denton Meeting MinutesTEXAS 1W STUDENT HOUSING MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING CORPORATION — DENTON PROJECT April 21, 2021 Varispace Conference Room 1900 W. Kirkwood Blvd Southlake, Texas 76092 PRESENT: Board members Scott Bradley, Mark Harrow, Paula Petersen, James Krekow and Executive Director Tracy Harrow. Not present: Board members Katie Kolkmeier and Randall Quick. 1. CALL TO ORDER. President Bradley called the meeting to order at 7:40 pm. 2. REVIEW AND CONSIDER APPROVAL OF MINUTES FOR THE MEETING HELD JANUARY 21, 2021. DISCUSSION: Director Petersen made a motion to approve the minutes of the meeting held January 21, 2021. Director Harrow seconded the motion. The motion passed unanimously. 3. DISCUSS AND CONSIDER APPROVAL OF A CONTRACT WITH A NEW MANAGEMENT TEAM, REDSTONE RESIDENTIAL, AT THE RIDGE APARTMENTS, EFFECTIVE AS OF MAY 1. DISCUSSION: The Board discussed a contract with a new management team, Redstone Residential, at the Ridge Apartments. Director Mueller made a motion to approve the contract with Redstone Residential and authorize President Bradley to sign the management agreement. Director Krekow seconded the motion. The motion carried unanimously. 4. REVIEW AND CONSIDER APPROVAL OF AN AMENDED OPERATING BUDGET, PREPARED BY REDSTONE RESIDENTIAL, FOR THE RIDGE APARTMENTS FOR THE FISCAL YEAR ENDING AUGUST 31, 2021. DISCUSSION: Director Harrow presented the proposed amended operating budget, prepared by Redstone Residential for the Ridge Apartments for the fiscal year ending August 31, 2021. Director Petersen made a motion to approve the transfer of ACC's budget for May operating expenses to Page 1 of 1 Redstone Residential for operating expenses for the month of May. Director Mueller seconded the motion. The motion carried unanimously. S. DISCUSS AND CONSIDER APPROVAL OF RESOLUTION TO AUTHORIZE BANKRUPCY PROCEEDINGS UNDER CHAPTER 9 OF THE BANKRUPTCY CODE. DISCUSSION: Director Mueller moved to adopt the following resolutions, seconded by Director Krekow. After discusson, the motion was unanimously adopted by the Board as follows: After discussion, the Board or Directors of Texas Student Housing Corporation — Denton Project (the "Authority") has determined that it is in the Authority's best interest to file a voluntary petition for relief under Chapter 9 of the Bankruptcy Code ("Chapter 9'� in order to preserve, to the greatest extent, the value of the Authority and its assets, and to facilitate the accomplishment by the Authority of its mission. THEREFORE, the following resolutions are hereby adopted by the Board: RESOLVED: The Authority, its officers, representatives and legal counsel are hereby authorized and directed to take all preliminary steps necessary to allow the Authority to commence a Chapter 9 case, including conducting all pre -filing negotiations with creditors required prior to commencing a Chapter 9 case. RESOLVED: The Authority shall be, and it hereby is, authorized, directed and empowered to file a voluntary petition pursuant to Chapter 9 of the Bankruptcy Code, 11 U.S.C. Section 101 et seq., and to perform any and all such acts as are reasonable, advisable, expedient, convenient, proper or necessary to effect any of the matters set forth below; FURTHER RESOLVED: Scott Bradley shall be, and is hereby authorized, empowered and directed to execute, on behalf of the Authority, the voluntary petition commencing the Chapter 9 case ("Bankruptcy Case") on behalf of the Authority; FURTHER RESOLVED: Scott Bradley and each of the officers of the Authority shall be, and are hereby authorized, empowered and directed to execute, on behalf of the Authority, any and all other or further documents which are necessary or appropriate in connection with the Bankruptcy Case in such form and substances as they may approve; FURTHER RESOLVED: The Authority shall be, and is hereby authorized, directed and empowered to retain J. Robert Forshey and the law firm of Forshey & Prostok, LLP to represent the Authority in connection with the Bankruptcy Case; FURTHER RESOLVED: The Authority shall be, and hereby is authorized, directed and empowered to also retain James W. Morris and the law firm of Shackelford, Bowen, McKinley & Norton, LLP, as corporate and litigation counsel in connection with the Bankruptcy Case; FURTHER RESOLVED: The Authority shall be, and is hereby authorized, directed and empowered to retain on behalf of the Authority such other attorneys, financial advisors, accountants, appraisers or other professionals as may be necessary or appropriate for purposes of the Bankruptcy Case, and the officers of the Authority shall be authorized to execute any Page 2 of 2 document necessary to retain any such additional attorneys, financial advisors, accountants, appraisers or other professionals; FURTHER RESOLVED: The Authority, its officers, agents, representatives, and attorneys are authorized, empowered and directed to proceed as follows: (a) To file all schedules, statements of financial affairs, monthly operating reports, pleadings, motions or other pleadings or papers necessary or appropriate to the Bankruptcy Case; (b) To cause the Authority to obtain financing or incur other indebtedness, whether secured or unsecured, as they may deem appropriate or advisable in the Bankruptcy Case; (c) To cause the Authority to use, transfer or otherwise dispose of any part or all of its assets as they may deem appropriate or advisable in the Bankruptcy Case; (d) To propose, file and confirm a plan of adjustment containing such terms and other provisions as they may deem appropriate; and (e) To perform all such other and further acts in connection with the Bankruptcy Case or under the Bankruptcy Code as may be in their good faith business judgment necessary or advisable, including without limitation, initiation of an adversary proceeding to declare any interest in any of the Authority's property that may be claimed by the University of North Texas declared null and void. FURTHER RESOLVED: The transactions contemplated in these resolutions and the execution and delivery of all other documents and all other actions taken in connection therewith are in the best interests of and will benefit the Authority; FURTHER RESOLVED: Each of the officers of the Authority shall be authorized and directed to take or cause to be taken all such further action, to execute and deliver any and all such further instruments and documents and to pay all such fees and expenses, as the officers of the Authority shall deem appropriate in their judgment to fully carry out the intent and accomplish the purposes of these resolutions; and FURTHER RESOLVED: All of the acts and transactions of the Authority, which have been taken or made prior to the effective date of these resolutions, shall be, and they hereby are, ratified and approved. 6. UPDATE FROM EXECUTIVE DIRECTOR ON STORM DAMAGE AND REPAIRS AT THE RIDGE APARTMENTS. DISCUSSION: Executive Director Harrow updated the Board on storm damages estimated to be around $400,000. Executive Director Harrow stated that the property is working with the insurance adjuster and the insurance company and repairs are underway with an expected completion in May or June. No action taken. Page 3 of 2 7. UPDATE FROM EXECUTIVE DIRECTOR ON FINAL SCHOLARSHIP COUNT AT THE RIDGE APARTMENTS. DISCUSSION: Executive Director Harrow updated the Board on the scholarship count for The Ridge Apartments for Fall 2021. The Ridge Apartments currently has 13 scholarship students with an awarded value of $32,500. No action taken. 8. EXECUTIVE SESSION The TSHA Board convened into executive session at 8:11 pm to conduct a closed session pursuant to Texas Government Code, Annotated, Chapter 551, Subchapter D, Section 551.072 for the following: Consultation with an attorney whereby the Board seeks advice about deliberations regarding real property — offers for parcels 107 and 115 pertaining to the TXDOT eminent domain project. 9. RECONVENE MEETING. President Bradley reconvened the meeting at 8:21 pm. 10. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION DISCUSSION: No action taken. 11. ADJOURNMENT President Bradley adjourned the meeting at 8:22 pm. APPROVED by the Texas Student Housing Corporation — Denton Project Board of Directors on 2021. ATTEST: Katie Kolkmeier, Secretary __M' ScottPresident Page 4 of 2