Student Housing Project at the Current University Park Apartments Site

415 Pages·2015·9.73 MB·English

Student Housing Project at the Current University Park Apartments Site- 5.
Resolution, Implementing Agreements and Funding Plan, UNLV

List of Attachments
1. Briefing Paper
2. Resolution and NRS 396.431 Disclosure
2b. Disclosures for UNLV
3. Overall Summary of University Park Apartments Redevelopment Plan
4. Summary of Implementing Agreements
5. Project Development Agreement
6. Hobbs, Ong & Associates written review
7. Background Information on Hobbs, Ong & Associates, Inc.
8. RCG Economics Midtown Bond Report
9. Assignment and Assumption Agreement
10. Lease Agreement for University Park – Phase One
11. Lease Agreement for the University Park - Future Phases
12. Brailsford & Dunlavey Demand Study
13. Memorandum of Understanding
14. Aerial View
BOARD OF REGENTS
BRIEFING PAPER
1. Agenda Item Title: Student Housing Project at the Current University
Park Apartments Site – Implementing Agreements
Meeting Date: April 24, 2015
2. BACKGROUND & POLICY CONTEXT OF ISSUE:
At the December 4, 2014 meeting of the Investment and Facilities Committee approval was given to an
MOU (see attached) to define the parameters for a public/private partnership for student housing on the
University Park Apartments 14 acre site (the “Project”). We indicated at that time we would be bringing
back these implementing agreements to the March 5-6, 2015 Board of Regents meeting.

This Project is consistent with UNLV’s 2012 Maryland Campus Master Plan. (See attached Overall
Summary of University Park Apartments Redevelopment Plan.) The Board approval of the MOU was the
first step in moving the Project forward. UNLV is now requesting approval of the implementing
agreements, explained in the attached Summary of Implementing Agreements, to finalize the contractual
details and move forward with the Project. The implementing agreements presented for Board approval are:
(1) Assignment and Assumption Agreement for the purchase of University Park Apartments, (2) Lease
Agreement for University Park – First Phase, (3) Lease Agreement for the University Park - Future Phases,
(4) Project Development Agreement.

3. SPECIFIC ACTIONS BEING RECOMMENDED OR REQUESTED:
UNLV President Len Jessup presents for approval the following Implementation Agreements: (1)
Assignment and Assumption Agreement for the purchase of University Park Apartments, (2) Lease
Agreement for University Park – First Phase, (3) Lease Agreement for the University Park - Future Phases,
(4) Project Development Agreement.

President Jessup also presents the following funding plan to pay for UNLV’s portion of the purchase price
for the property ($18.5 million): $6.4 million balance in Land Acquisition Reserve Account; $4.8 million in
Capital Improvement Funds; $6.9 million in General Improvement Funds; and $400,000 in additional non-
state institutional funds.

UNLV further requests approval of Resolution No. 1 making certain findings related to existing bond
covenants for student housing and the University Park Apartments project.

Finally, UNLV requests that the Board authorize the Chancellor to approve amendments or revisions to the
Implementation Agreement that he, in consultation with the Board Chair, determines to be minor.

4. IMPETUS (WHY NOW?):
 Midby Companies has been awarded the opportunity to purchase University Park Apartments
from Wells Fargo and wishes to collaborate with UNLV on a student housing project.
 The Board approved the MOU at the December 4-5, 2014 meeting and UNLV wishes to finalize
the agreements and move forward with the Project.
 Midby Companies would like to have the redeveloped phase 1 units open for occupancy for Fall,
2016.

5. BULLET POINTS TO SUPPORT REQUEST/RECOMMENDATION:
 The proposed project is consistent with UNLV’s Campus Master Plan, which was approved by the
Board at the November 29-30, 2012 meeting.
Revised: June 2010
(BOARD OF REGENTS SPECIAL MEETING 04/24/15) Ref. BOR-5, Page 2 of 415
 The Board approved the MOU at the December 4-5, 2014 meeting.

6. POTENTIAL ARGUMENTS AGAINST THE REQUEST/RECOMMENDATION:
 The University should not be involved with student housing.
 The funding to purchase the property could be better used for other needs.

7. ALTERNATIVE(S) TO WHAT IS BEING REQUESTED/RECOMMENDED:
The Board does not approve the Project’s implementing agreements and thus UNLV would not pursue this
current opportunity.

8. COMPLIANCE WITH BOARD POLICY:
 Consistent With Current Board Policy: Title #_____ Chapter #_____ Section #_______
 Amends Current Board Policy: Title #_____ Chapter #_____ Section #_______
 Amends Current Procedures & Guidelines Manual: Chapter #_____ Section #_______
 Other:________________________________________________________________________
X Fiscal Impact: Yes X_____ No_____
Explain: UNLV will purchase the property for $18.5M and lease it back to the Midby Companies for
development and operation, consistent with the Board approved MOU and implementing agreements.

Revised: June 2010
(BOARD OF REGENTS SPECIAL MEETING 04/24/15) Ref. BOR-5, Page 3 of 415
RESOLUTION NO. _________________

RESOLUTION NO. 1

A RESOLUTION PERTAINING TO A PROJECT
INVOLVING THE CONSTRUCTION OF HOUSING
FACILITIES FOR STUDENTS AT THE UNIVERSITY OF
NEVADA, LAS VEGAS; APPROVING CERTAIN
IMPLEMENTING AGREEMENTS FOR THAT PROJECT AS
CONTEMPLATED BY A MEMORANDUM OF
UNDERSTANDING PREVIOUSLY APPROVED BY THE
BOARD; MAKING CERTAIN FINDINGS IN CONNECTION
WITH THAT PROJECT; AND PROVIDNG OTHER DETAILS
PERTINAING THERETO.

WHEREAS, the Constitution and laws of the State of Nevada, including, without
limitation, NRS 496.425 and 496.430, authorize the Board of Regents (the "Board") of the Nevada
System of Higher Education ("NSHE") to acquire and to lease property; and
WHEREAS, pursuant to a Memorandum of Understanding (the “MOU”) approved
by the Board on December 5, 2014 with the University Park, LLC (“Midby”), substantially final
forms of the following Agreements between Midby and the Board have been filed with the Acting
Secretary of the Board:
(a) Two Leases (the “Leases”) as described in Section 2.3 of the MOU,
relating to student housing facilities for UNLV Students (the “Project”
as defined in the MOU);
(b) A Project Development Agreement regarding the development of the
Project and the Site (as defined in the MOU) on which he Project is
located, as described in Section 2.2 of the MOU,
(c) An “Assignment and Assumption Agreement” related to the
acquisition of the Site by the Board, as described in Section 2.1 of the
MOU;
(collectively, the “Implementing Agreements”); and
WHEREAS, in connection with the review and consideration of the Implementing
Agreements:
(a) Midby has provided a demand study for the Project (the “Demand
Study,” as defined in the MOU) prepared by Brailsford & Dunlavey ___,
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dated as of December 2014;
(b) Pursuant to NRS 396.431, Midby has provided a disclosure setting
forth the name of any person who holds an ownership interest of 1 percent or
more in Midby (the “NRS 396.431 Disclosure”);
(c) Hobbs Ong & Associates, Inc., and Public Financial Management
(“HOA & PFM”) were engaged to review the Project, the Demand Study, a
financial/business plan and operational pro-forma for the Project prepared by
Midby (the “Financial Plan”), a memorandum entitled “Midtown Bond
Report/Tech Memo” (the “Memo”) dated August 16, 2013 prepared by RCG
Economics relating to a similar project proposed in 2013 to be located on the
Site; and HOA & PFM have provided their written review entitled Report of
Proposed Public Private Partnership Review (the “Review”) , dated March 9,
, 2015
(The Demand Study, the NRS 396.431 Disclosure, the Memo and the Review are herein
collectively, the “Supplemental Project Information”); and
WHEREAS the Supplemental Project Information has been filed with the Acting
Secretary of the Board.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF REGENTS OF
THE NEVADA SYSTEM OF HIGHER EDUCATION:
Section 1. The forms of the Implementing Agreements on file with the Acting
Secretary of the Board are hereby approved and the Chair of the Board and the Chancellor of NSHE
and any other officers of the Board or NSHE designated in the Implementing Agreements
(collectively, the “Signatory Officials”) are hereby authorized to execute the Implementing
Agreements in substantially the form now on file with the Acting Secretary of the Board, with such
insubstantial changes therein as may be approved by the Signatory Official executing the same, such
approval of an insubstantial change in a document to be conclusively evidenced by the execution of
that documents by A Signatory Official. The Implementing Agreements, after their execution as
provided in this section, are authorized to be delivered to Midby.
Section 2. Based, in part, on the contents of the Implementing Agreements and the
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MOU, on the Supplemental Project Information and on other information and presentations
provided to the Board at the meeting at which the MOU was considered and at the meeting at which
this resolution is being considered, the Board hereby finds that (i) the Project will not compete with
the student housing projects whose revenues secure bonds (the “Bonds’) issued by the Board in a
way such that, or to a degree such that, the revenues pledged to the Bonds will not be sufficient to
meet the covenants in the resolutions authorizing the Bonds (the “Bond Resolutions”) ; and (ii) the
Leases and the Project, and any agreements contemplated thereby or to be entered into in connection
therewith will not adversely affect the Board’s ability to comply with all covenants in the Bond
Resolutions.
Section 3. The following UNLV funding sources are approved to pay, and authorized
to be used to pay, the $18.5 Million to be paid by the Board for the purchase of the Site under the
Assignment and Assumption Agreement:
A. $6.4 Million of the balance in Land Acquisition Reserve Account
B. $4.8 Million in Capital Improvement Funds
C. $6.9 Million in General Improvement Funds
D. $0.4 Million in additional non-state institutional funds
The $2 Million balance of such purchase price is to be paid with monies provided by Midby as
provided in the Assignment and Assumption Agreement
Section 4. The officers of the Board, NSHE and UNLV are hereby authorized to take
all action necessary or appropriate to effectuate the provisions of this resolution.
Section 5. All action, proceedings, matters and things heretofore taken, had and done
by the Board, and the officers thereof (not inconsistent with the provisions of this resolution) directed
toward the purposes of this resolution be, and the same hereby are ratified, approved and confirmed.
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Section 6. This resolution shall be effective on its passage and approval.
PASSED AND ADOPTED on this April 24, 2015.

Chairman
Board of Regents of the
Nevada System of Higher Education
(SEAL)

Attest:

Acting Secretary

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