Title
Resolution - Approval of Sale of Land and Improvements and Release from Lien for Property in Hays County - C Powell
Other Info
Submitted By: Christian Powell
Department: Chief Compliance Officer
Financial Impact and Cost/Benefit Considerations: As discussed in Executive Session
Discussion
The City of Kyle is seeking to acquire, either through a negotiated transaction or eminent domain, real property located in Hays County, Texas (Bunton Creek Road Property) owned by Pedernales Electric Cooperative, Inc. (PEC or the Cooperative). The Cooperative owns the real property and improvements at the Bunton Creek Road Property. The Bunton Creek Road Property is subject to a lien as defined in the Master Indenture of Trust (effective as of January 1, 1993, and as supplemented from time to time (Master Indenture)) between the Cooperative and The Bank of New York Mellon, formerly The Bank of New York, as successor to Frost National Bank of San Antonio (Trustee) and of the Deed of Trust, Security Agreement, Assignment of the Rents and Leases, Fixture Filing and Financing Statement (Deed of Trust). If the Bunton Creek Road Property is sold, Cooperative must be released from the Lien.
Body
WHEREAS, PEC intends to sell the Bunton Creek Road Property to the City of Kyle through a negotiated transaction in reasonable anticipation of the taking of such property by eminent domain;
WHEREAS, the Cooperative’s Board of Directors has reviewed the Term Sheet for the sale of the Bunton Creek Road Property in Hays County as provided in Executive Session;
WHEREAS, the Cooperative's Board of Directors hereby concludes that the sale price represents the fair value for the Land and Improvements;
WHEREAS, the Bunton Creek Road Property constitutes less than all of the property in the Cooperative's possession that constitutes the Trust Estate (as defined in the Master Indenture); and
WHEREAS, the Cooperative's Board of Directors desires to obtain a release of the Lien (as defined in the Master Indenture) from the Trustee under the Master Indenture pursuant to Section 1.9(a) and a release from the Deed of Trust in order to sell the Bunton Creek Road Property.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that the Cooperative is authorized to sell the Bunton Creek Road Property for the amount as discussed in Executive Session, with certain details of any such transaction to be publicly available upon public filing of instruments;
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that the Cooperative requests that the Trustee release the Land and Improvements from the Lien under the Master Indenture pursuant to Section 1.9(a) of the Master Indenture and release the Land and Improvements from the Deed of Trust;
BE IT FURTHER RESOLVED that the Chief Compliance Officer or designee, is authorized to prepare, execute, acknowledge as appropriate, and deliver any deed, certificates, and other instruments of any nature necessary to give effect to such sale of the Bunton Creek Road Property and release the Bunton Creek Road Property from the Lien, in such form and containing such terms and conditions as may be necessary, appropriate, or desirable; and
BE IT FURTHER RESOLVED that the Chief Compliance Officer or designee is authorized to take all such actions as needed to implement this resolution.