TENNESSEE STATE SCHOOL BOND AUTHORITY
January 19, 2022
AGENDA
1. Call meeting to order
2. Approval of the Minutes from the TSSBA meeting of October 25, 2021
3. Consideration and approval of the Resolution to Approve the Borrowing of Money by Another Method
by the University of Tennessee
4. Consideration and approval of the Resolution to Approve the Borrowing of Money by Another Method
by the Tennessee State University
5. Adjourn
TENNESSEE STATE SCHOOL BOND AUTHORITY
October 25, 2021
The Tennessee State School Bond Authority (“TSSBA”, or the “Authority”) met on Monday, October 25,
2021, at 11:32 a.m. in House Hearing Room I, Cordell Hull Building, Nashville, Tennessee. The Honorable
Jason Mumpower, Comptroller of the Treasury, was present and presided over the meeting.
The following members were also present:
The Honorable Tre Hargett, Secretary of State
Roy West, proxy for the Honorable David Lillard, State Treasurer
Commissioner Butch Eley, Department of Finance and Administration
Dick Tracy, proxy for Dr. Flora Tydings, Chancellor, Tennessee Board of Regents
The following member participated telephonically as authorized by Tennessee Code Annotated § 8-44-108:
Mark Paganelli, proxy for Randy Boyd, President, University of Tennessee
The following member was absent:
The Honorable Bill Lee, Governor
Recognizing a physical quorum, Mr. Mumpower called the meeting to order and stated that the first item
on the agenda was the approval of the minutes of the meeting held on October 14, 2021. Mr. Mumpower
asked if there were any questions or discussion on the minutes. Hearing none, Mr. Hargett moved approval
of the minutes, and Mr. Eley seconded the motion.
The minutes were approved unanimously.
Mr. Mumpower stated that the next item to come before the Authority was the consideration of approval of
a request to borrow an additional $5,000,000 from the TSSBA for a project for the University of Tennessee
(“UT”). Mr. Mumpower recognized Mr. Austin Oakes, Assistant Vice President of the Office of Capital
Projects at the University of Tennessee, to present the request.
• University of Tennessee, Knoxville – Haslam Field Expansion (A87); Increase in Cost for a total
of $30,000,000, of which $10,000,000 will be financed from TSSBA (an increase of $5,000,000);
Term of Financing: 10 years at an assumed tax-exempt rate.
Mr. Oakes stated that UT was requesting a project revision associated with the Haslam Field expansion
project located in Knoxville. Mr. Oakes explained that the request would increase the total project budget
from $21.6 million to $30 million. Mr. Oakes explained that the revision covered the revised scope that
included new HVAC for the indoor practice field, additional meeting and office space, and the
reconfiguration of the locker room and support areas. Mr. Oakes stated that the request for funding from
the TSSBA had been increased from $5 million to $10 million, along with the term of repayment being
extended from 5 years to 10 years. Mr. Oakes stated that the other additional resources were plant funds
from athletics and gifts. Mr. Oakes explained that pledged gifts were scheduled to be received over the next
10 years that will fund the project in full, including the repayment of the TSSBA debt.
Mr. Mumpower asked Ms. Sandi Thompson, Director of the Division of State Government Finance
(“SGF”), if a feasibility analysis had been performed on the project. Ms. Thompson stated that a feasibility
study had been conducted on the project, and that the revenues pledged were deemed sufficient to cover the
debt service.
Mr. Mumpower asked Mr. Oakes what contingencies were in place in regard to the donor funds in light of
the continuation of the COVID-19 pandemic or a similar situation. Mr. Oakes stated that donor interest in
the project had increased significantly during the past year. Mr. Oakes explained that UT currently had
$12.1 million of donor funds in hand, and donor commitments in place of $17.9 million. Mr. Oakes stated
that plant funds from athletics were pledged to meet the funding needs until future donor commitments
were in hand.
Mr. Mumpower asked if there were any further questions on the project. Hearing none, Mr. Tracy made a
motion to approve the project and Mr. Eley seconded the motion. Mr. Mumpower advised that the vote
would be taken by roll call due to telephonic participation and asked Ms. Thompson to call the roll. Ms.
Thompson called the roll:
Mr. Paganelli – Aye
Mr. Tracy – Aye
Mr. Mumpower – Aye
Mr. Eley – Aye
Mr. Hargett – Aye
Mr. West - Aye
The motion was approved unanimously.
Mr. Mumpower made a motion to reconsider approval of the minutes by roll call vote. Mr. Hargett seconded
the motion, and Ms. Thompson called the roll:
Mr. Paganelli – Aye
Mr. Tracy – Aye
Mr. Mumpower – Aye
Mr. Eley – Aye
Mr. Hargett – Aye
Mr. West – Aye
The motion was approved unanimously.
Mr. Mumpower stated that concluded the agenda for the meeting and the only remaining item was a motion
to adjourn. Mr. Mumpower made a motion to adjourn, and Mr. Hargett seconded the motion.
The motion was approved unanimously.
The meeting was adjourned.
Approved on this _____ day of __________, 2021.
Respectfully submitted,
Sandra Thompson
Assistant Secretary
RESOLUTION TO APPROVE THE BORROWING OF
MONEY BY ANOTHER METHOD BY THE UNIVERSITY
OF TENNESSEE
Recitals
Whereas the University of Tennessee-Knoxville (“UT-K”) desires to enter into a one (1) year
lease agreement (the “Lease”) with Quarry Trail Propco LLC, Tennessee Limited Liability Company
(“Quarry Trail”) for up to one hundred (100) beds to house UT-K students; and
Whereas enrollment at UT- K continues to increase more than expected, creating the need for
additional bed capacity for undergraduate students; and
Whereas first-time students are required to live on UT-K’s campus for their first year in order
to increase student success and retention; and
Whereas UT-K’s increase in first-time student enrollment will significantly limit on-campus
bed availability for continuing students; and
Whereas Quarry Trail is located at 3999 Highland Crest Way, Knoxville, Tennessee and was
chosen because of its proximity to UT-K’s campus, its comparable or upgraded amenities compared
to on-campus housing, including having fully furnished units, and also that it has competitive rates;
and
Whereas Quarry Trail in addition has a large number of completely vacant units which will
allow UT-K students to be housed together; and
Whereas the proposed terms of the Lease are: up to one hundred (100) beds under a one (1)
year lease term beginning on August 15, 2022 and ending on August 14, 2023 with UT-K possibly
having up to four (4) one (1) year options to extend the Lease. Because of the short-term nature of the
Lease, there will be no termination for convenience provision. The units will be a mix of one, two,
three and four bedroom apartments and the average rate per bed will be eight hundred dollars ($800)
per month which will include utilities, cable and internet; and
Whereas if UT-K were to lease one hundred (100) beds for the entire initial term of the Lease,
the total cost to UT-K would be nine hundred and sixty thousand dollars ($960,000); and
Whereas the payments for the Lease will be funded by UT-K through plant funds (Aux-
Housing) (A).
BE IT RESOLVED BY THE TENNESSEE STATE SCHOOL BOND AUTHORITY:
1. In accordance with the authority provided by Tennessee Code Annotated Section 49-3-
1205(11), the Authority gives its approval to the University of Tennessee-Knoxville to enter into the
Lease.
BE IF FURTHER RESOLVED that all resolutions or parts of resolutions in conflict are
repealed, and the resolution shall be effective as of January 19, 2022.
Adopted by the Authority at its meeting on January 19, 2022.
_______________________________________
JASON E. MUMPOWER, SECRETARY
TENNESSEE STATE SCHOOL BOND AUTHORITY
University of Tennessee – January ESC Page 1 of 2
UNIVERSITY OF TENNESSEE
Acquisition – Lease (Space)
Requested Action:
Approval of a lease
Transaction Description:
Transaction No. 21-12-010
•
Proposed Lease
o
Location:
University of Tennessee – Knoxville,
Knox County - 3999 Highland Crest Way, Knoxville, TN
o
Landlord:
Quarry Trail (Knoxville) Propco LLC
o
Term:
1 year (August 2022 – August 2023) with up to four (4) one (1) year options to extend
o
Area / Costs:
Up to 100 beds (mix of 1, 2, 3 and 4 br units)
$/bed
Estimated Total Cost
Average cost per bed (incl utilities)
$800/mo.
Up to $960,000/year
•
Source of Funding:
Plant Funds (Aux-Housing) (A)
•
Procurement Method:
Negotiated
•
Current Lease
o
Location:
University of Tennessee – Knoxville, Knox County, Tennessee
- Aspen Heights, 2223 Cumberland Avenue, Knoxville, TN – Breckenridge Group
Knoxville Tennessee, LLC
- 303 Flats, 303 W Blount Avenue, Knoxville, TN - 303 West, LLC
o
Landlord:
See above
o
Term:
1 year (August 8, 2021 – August 7, 2022)
o
Area / Costs:
Up to 325 beds
$/bed
Estimated Total Cost
Average cost per bed (incl utilities)
$888/mo.
$3,463,200.00/year
•
Source of Funding:
Plant Funds (Non-Aux) (R)
•
Procurement Method:
Negotiated
Comment:
Enrollment at UT Knoxville continues to increase, creating the need for additional bed capacity
for undergraduate students. Undergraduate applications for Fall 2022 have increased by over
30% from last year and incoming student enrollment could increase by more than 10%. With
a requirement for first-time students to live on campus, this will significantly limit on-campus
bed availability for continuing students. As a result, additional beds will be needed off-campus
for these students.
Likely due to the increased demand for units on and around the UTK campus, area apartment
complexes began their renewal processes earlier this year with some starting as early as
September. To lock-in favorable pricing and begin securing blocks of rooms at properties
located in close proximity to campus, there is a need to begin executing leases immediately.
As a result, waiver of advertisement was requested and approved by SBC ESC December 20,
2021.
This complex was selected because of the proximity to campus, the units have comparable or
upgraded amenities compared to on-campus housing, the units are fully furnished, and the
(For Comparison Purposes only)
University of Tennessee – January ESC Page 2 of 2
rate is competitive. This complex also has a high volume of completely vacant units which
allows UTK students to be housed together. Due to the short-term of the lease, there is no
termination for convenience.
Previous Action:
SSC Report:
12/20/2021
01/10/2022
Approval of waiver of advertisement
EXECUTIVE SUMMARY
NOTE: In December 2021, SBC ESC approved a waiver of advertisement for up to 1,000 beds for UTK
student housing for the Fall 2022/Spring 2023 semesters. This request for approval to enter into a
lease with Quarry Trail Apartments is the first of potentially several lease requests under this waiver.
BACKGROUND:
The University of Tennessee, on behalf of its Knoxville campus (UTK), proposes to enter into master
lease agreement for student housing in Knoxville, TN.
Enrollment at UT Knoxville continues to increase more than expected, creating the need for
additional bed capacity for undergraduate students. Undergraduate applications for Fall 2022 have
increased by over 30% from last year. UT Knoxville enrolled almost 6,000 new first-time students in
Fall 2021 and our enrollment management team is projecting that enrollment could increase as high
as 6,700 incoming students for Fall 2022.
First-time students are required to live on campus their first year in college to increase student
success and retention. However, the increase in first-time student enrollment will significantly limit
on-campus bed availability for continuing students. Historically, nearly 2,300 continuing students live
on campus. Based on current enrollment projections, less than 1,000 continuing students will be able
to live on campus for Fall 2022, representing a 50% decrease in on-campus options for continuing
students.
Likely due to the increased demand for units on and around the UTK campus, area apartment
complexes began their renewal processes earlier this year with some starting as early as September.
To lock-in favorable pricing and begin securing blocks of rooms at properties located in close proximity
to campus, there is a need to begin executing leases immediately. As a result, waiver of advertisement
was requested and approved by SBC ESC December 20, 2021.
Retention concerns are most significant from first to second year, so it is imperative we expand housing
options to accommodate more continuing students. In addition, a student’s success is at risk when
they don’t have access to a safe and educational living environment, and we need the ability to work
with management at apartment complexes who understand this and are willing to partner with the
university on proper controls.
Quarry Trail was selected because of the proximity to campus, the units have comparable or upgraded
amenities compared to on-campus housing, the units are fully furnished, and the rate is competitive.
This complex also have a high volume of completely vacant units which allows UTK students to be
housed together. Due to the short-term of the lease, there is no termination for convenience.
TERMS:
The University proposes to lease up to 100 beds under a one (1) year lease term beginning August
2022 and ending August 2023. The University may also have four (4) one (1) year options to extend
the leases. The units are a mix of one, two, three and four bedroom apartments and the average
rate per bed is $800 per month which includes utilities, cable and internet.
FUNDING:
Funding for the lease payments will be funded by UTK through Plant Funds (Aux-Housing) (A).
REQUEST:
Request approval to enter into master lease agreements.
CERTIFICATION OF FUNDS
Please be advised that The University of Tennessee Knoxville has
adequate resources that are not encumbered or otherwise obligated from
which to make related payments in accordance with the real property leases
at various locations in Knoxville, Tennessee in the amount of Ten
million eight hundred thousand and 00/100 dollars ($10,800,000.00)
per year.
___________________________________ Date:__________________
David L. Miller
Senior Vice President & Chief Financial Officer
GS-1136 (revised 2.2019) Page 1 of 2 RDA No: 11068
STREAM USE ONLY
Date Received:
Received by:
Transaction #
Real Estate Transaction Request Form RPM-1A (2/2018)
Acquisition
Section I - Agency Information
Agency
Contact
Phone #
E-mail Address Requested Closing Date*
*Not less than 180 days from date of received
Section II - Property Information
Current Owner Description of Building(s), if applicable
Property Address
Type of Building(s)
Number of Buildings
City / County
Descripton of Bldgs. -
Attach
list if more than two buildings
Size Year Built
Assessor Map and Parcel
Owner’s Deed Book & Page
Size of Land (Acres) Current Use of Property
Section III - Action Requested
-Acquisition -Special Service
Fee Simple Appraisal Inter-Agency Agreement
Leasehold Survey Transfer of Jurisdiction
Easement / ROW Title Service Boundary Lines
Gift Other – Specify:
Comment for Lead Sheet - Please explain, in detail, how the acquisition will benefit the State (include specific comment about
any buildings on the property that may be demolished or used and the building(s) condition)
:
Section IV - Funding
A Total Estimated Cost
B Source of Funds -Gift -Agency Budget - Federal -Other
Sources Amount Fiscal Year Type of Funds
1
2
3
4
C If the source of funding is a line item in the budget, please specify the line item.
D
Who is paying the Real Estate Management (“REM”) fee and other costs?
- Funding Source -Other
If Agency is paying REM fee, please complete the following information:
If other, please specify
Allotment Code:
Fund:
Cost Center:
STATE OF TENNESSEE
Department of General Services
State of Tennessee Real Estate Asset Management
WRS Tennessee Tower, 24WK
Floor
312 Rosa L. Parks Ave.,
Nashville, TN 37243
Telephone: (615) 741-2315
University of Tennessee
Tony Hopson
865-974-2441
[email protected] asap
Various Apartment Complexes
See Executive Summary Apartment Complex
Knoxville, TN
TBD
TBD
Apartments
✔
✔
Request for lease of apartment units - see Executive Summary.
Plant Funds (Auxilary-Housing)(A) TBD
332.10
GS-1136 (revised 2.2019) Page 2 of 2 RDA No: 11068
Section V - Seller Party Information
Name Phone Number
Mailing Address
E-Mail Address
City / State / Zip
Section V.a. – Third Party Intermediator
Name Phone Number
Mailing Address
E-Mail Address
City / State / Zip
Section VI - Required Information
A Does your agency have a master plan for its department? - YES - NO
B If yes, is this property part of this master plan? - YES - NO
C What is the last date the master plan was updated? Date:
D Are there any other costs (i.e., Immediate repairs) in addition to the acquisition? - YES - NO
E Is the purchase contiguous to other State owned property? - YES - NO
F Are there any agreements (i.e., Leases) that need to be cancelled? - YES - NO
G Are there any required governmental approvals (i.e., SLAF, Wetlands, TVA, etc.,) - YES - NO
H Are the any special requirements or issues that need to be addressed with STREAM? - YES - NO
I Are there additional Operating Expenses associated with this acquisitions - YES - NO
Back-up Documents
- Photo of Building, if applicable
- Map showing other State properties in relation to subject
- Aerial Photo
- Site Plan, if available
- Master Plan, if applicable
- Has a Phase I Environmental Site Assessment been done? Date report prepared:
- Facility Assessment, if building(s) are to be retained
- Third Party Cost Worksheet, if applicable
- Transaction Screen Questionaire
- Copies of Governmental approvals, if required
GENERAL - Information Agency feels is important to report/communicate
Must be signed and dated by the requesting Agency Fiscal Officer
Signed:
Printed: Date:
Must be signed and dated by the requesting Agency Head
Signed:
Printed: Date:
Various - see Executive Summary
Knoxville, TN
✔
✔
✔
✔
✔
✔
✔
✔
See Executive Summary.
Master Lease Agreement
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-010 Page 1 of 12
This master lease agreement is dated _____________ , 20___ and is between Quarry Trail
(Knoxville) Propco LLC, a Tennessee limited liability company (“Lessor”), and The University of
Tennessee, an instrumentality of the state of Tennessee (“University”).
Background:
x The University has a need for apartments for students in Knoxville, Tennessee that are
being quarantined or isolated due to COVID-19.
x Lessor has space available in its apartment complex located at 3999 Highland Crest Way,
Knoxville, TN, commonly known as “Quarry Trail” (“complex”) and has agreed to lease to
the University.
x The nature of the transaction between the University and Lessor is that the University will
be responsible for paying rent to Lessor. University’s students (“students”) will occupy the
space described in Schedule A.
x Lessor will require the students to sign agreements that bind the Lessor and students with
respect to the use and occupancy of the spaces in the complex. Those agreements will
relate to Lessor’s rules and regulations. The University will not be a party to those
agreements.
Agreement: Lessor and University agree as follows:
1. Term: The term of this agreement begins at 12:01 AM Eastern Time on August 15, 2022 and
ends at 11:59 PM Eastern Time on August 14, 2023.
2. Termination:
a. When Allowed:
i. By Lessor: Except as permitted under the Uniform Residential Landlord
Tenant act, Lessor may only terminate this agreement for any specific unit if
the student materially violates Lessor’s rules and regulations and after
providing not less than 5 days written notice to the University.
ii. By University: University may terminate this agreement for any specific unit
immediately if a student occupying a unit dies
b. Notice Requirement: Either party must provide termination notice to the other in
accordance with the Notice section of this agreement.
c. Effect: In the event that either party terminates this agreement for any particular
unit, the University’s obligation to pay for the unit will end on the effective date of
the notice.
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 2 of 12
3. Lease and Deliverables: Lessor hereby leases to University and University hereby leases
from Lessor the property (“units”) described in Schedule A, together with rights to utilize all
common areas associated with the apartment complex in which the units are located.
Lessor will provide the deliverables stated in Schedule A for as long as a unit is subject to
this agreement. Lessor shall not charge the students for anything stated in Schedule A.
4. Payment: University shall pay the amounts listed in Schedule A. University shall pay Lessor
the first installment within 10 days from the latter of the date of this agreement or
occupancy on August 15, 2020, and each monthly installment thereafter by the
1
st
day of
each month via ACH transfer. In the event that the University fails to pay by the 6
th
of each
month, Lessor may charge a 1.5% late payment fee. Payment in full of the amounts set
forth in Schedule A will constitute payment by University for the units and all services
provided by Lessor under this agreement; neither University nor the students will be
responsible for any charges for taxes, insurance, utilities, maintenance or any other items,
except for costs associated with repairs to damages caused by students which will be the
obligation of the student(s) causing such damage.
5. Condition of Premises: Lessor shall deliver possession of the units beginning at 10:00 AM
Eastern Time on August 15, 2022. Lessor states that the units are in good order and repair.
6. Damages:
a. Generally: The University is not responsible for the acts or omissions of its students.
The University’s sole obligation under this agreement is to pay the rent amounts
listed in Schedule A. Accordingly, Lessor acknowledges that the individual residents
are responsible for any costs associated with damages. Any liability of the University
to Lessor and third parties for any claims, damages, losses, or costs arising out of or
related to acts performed by the university under this agreement will be governed
by the Tennessee Claims Commission Act, Tenn. Code Ann. §§ 9-8-301, et. seq.
b. Ordinary Wear and Tear: Students will not be liable for ordinary wear and tear.
7. Rules and Regulations: The University is not responsible for the students’ compliance with
Lessor’s rules and regulations. Lessor is responsible for ensuring that students are aware of
Lessor’s rules and regulations.
8. Maintenance and Repairs: Lessor shall maintain the units and the complex in good working
order and in the same condition or better as exists on the date of this agreement. Lessor
will ensure that the students are aware of how to request maintenance, including repairs.
9. Fire and Other Casualties: In the case of damage by fire or other casualty to the building in
which the units are located, if the damage is so extensive as to render the units untenable,
this agreement will terminate immediately for the affected units, and the rental costs will
be apportioned to the time of the fire or casualty.
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 3 of 12
10. Records; Audit:
a. Records: Lessor will maintain records for all expenses for which Lessor invoices the
University under this agreement. Lessor will maintain its records for at least 5 years,
and will maintain its records in accordance with generally accepted accounting
principles.
b. Audit: During the term of this agreement and for 5 years after the last payment from
the University to Lessor under this agreement, the State of Tennessee Comptroller
or the University’s internal audit, or both, may audit Lessor’s records that relate to
this agreement.
11. Debarment: Lessor hereby states that the following are true statements:
a. Lessor is not currently debarred by the U.S. federal government.
b. Lessor is not currently suspended by the U.S. federal government.
c. Lessor is not currently named as an “excluded” Lessor by the U.S. federal
government.
12. Background Checks:
a. General Obligation: Lessor will not knowingly assign any individual to provide
services to University if the individual has a history of criminal conduct. For
proposes of this agreement, “criminal conduct” means charges filed by any
government agency, excluding non-moving violations and speeding violations or any
other non-felonious charge.
b. Tennessee Abuse Registry; Tennessee Sex Offender: Lessor must inform the
University’s Office of Procurement Services immediately if any of Lessor’s employees
or sub-contractors are listed in:
i. The Tennessee Abuse Registry.
ii. The Tennessee Sex Offender Registry.
c. Prompt Background Checks: If the University requests, Lessor must perform a
comprehensive criminal background check on any Lessor employee or sub-
contractor.
13. Reporting: If Lessor has actual knowledge of the items below, Lessor shall notify the
University immediately if any of the following items occur in one of the units or elsewhere
on Lessor’s premises, provided Lessor is permitted to do so by applicable law:
a. Crimes, including attempted crimes
b. Emergencies involving personal injury to a student
c. Alcohol consumption by minor students (provided Lessor has no obligation to
monitor for same)
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 4 of 12
d. Use of illegal drugs by students (provided Lessor has no obligation to monitor for
same)
14. Insurance: Lessor shall comply with the insurance requirements stated in Schedule B.
15. Illegal Immigrants: In compliance with the requirements of Tenn. Code Ann. § 12-3-309,
Lessor hereby attests that it shall not knowingly utilize the services of an illegal immigrant in
the United States in the performance of this agreement and shall not knowingly utilize the
services of any subcontractor who will utilize the services of an illegal immigrant in the
United States in the performance of this agreement.
16. Force Majeure: Neither party’s delay or failure to perform any provision of this agreement,
as result of circumstances beyond its control (including, without limitation, war, strikes,
floods, governmental restrictions, power, telecommunications or Internet failures, or
damage to or destruction of any network facilities) will be deemed a breach of this
agreement.
17. Dispute Resolution: The parties shall make reasonable efforts to resolve any dispute before
filing any formal legal action.
18. Governing Law: The internal laws of the State of Tennessee, without giving effect to its
principles of conflicts of law, govern this agreement. The University’s liability is governed by
the Tennessee Claims Commission Act.
19. Notice:
a. For a notice or other communication under this agreement to be valid, it must be in
writing and delivered (1) by hand, (2) by a national transportation company, with all
fees prepaid, or (3) by registered or certified mail, return receipt requested and
postage prepaid;
b. Subject to sub-section (d) below, a valid notice or other communication under this
agreement will be effective when received by the party to which it is addressed. It
will be deemed to have been received as follows:
i. if it is delivered by hand, delivered by a national transportation company,
with all fees prepaid, or delivered by registered or certified mail, return
receipt requested and postage prepaid, upon receipt as indicated by the
date on the signed receipt; and
ii. if the party to which it is addressed rejects or otherwise refuses to accept
it, or if it cannot be delivered because of a change in address for which no
notice was given, then upon that rejection, refusal, or inability to deliver.
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 5 of 12
c. For a notice or other communication to a party under this agreement to be valid, it
must be addressed using the information specified below for that party or any other
information specified by that party in a notice in accordance with this section.
Lessor: Quarry Trail Operator, LLC
3999 Highland Crest Way
Knoxville, TN 37920
Attn: James Graham
Email: james.graham@cardinal.group
With copy to: Quarry Trail Operator, LLC
262 Harbor Drive, 3
rd
Floor
Stamford, CT 06902
Attn: Jared Heuer
Email: jheuer@rtealcorp.com
University:
Legal notices only; do not send invoices to this address:
The University of Tennessee
5723 Middlebrook Pike
Knoxville, TN 37921-5946
ATTN: Real Property & Space Administration
Fax: 865-974-4231
d. If a notice or other communication addressed to a party is received after 5:00 p.m.
on a business day at the location specified in the address for that party, or on a day
that is not a business day, then the notice will be deemed received at 9:00 a.m. on
the next business day.
20. Registration with Tennessee Department of Revenue: The Lessor hereby attests that it is
not registered with the State of Tennessee’s Department of Revenue for the collection of
Tennessee sales and use tax because the Lessor does not engage in the business of selling,
renting, or charging for any rooms, lodgings, or accommodations for a period less than
ninety (90) days, and the University acknowledges that, pursuant to Tenn. Code Ann. § 12-3-
306, the Lessor is not required to so register in order to enter into this agreement with the
University.
21. Iran Divestment Act: The Lessor certifies, under penalty of perjury, that to the best of its
knowledge and belief the Lessor is not on the list created pursuant to Tenn. Code Ann. § 12-
12-106. The Lessor further certifies that it shall not utilize any subcontractor that is on the
list created pursuant to Tenn. Code Ann. § 12-12-106.
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 6 of 12
22. Use of University Intellectual Property: Except as allowed in this section, Lessor shall not
use the University’s name, logo, or any other University-owned intellectual property for any
reason, without the written consent of an authorized official of the University. During the
term of this agreement, Lessor may list the University’s name in Lessor’s list of clients.
23. Third-Party Beneficiaries: There are no third-party beneficiaries to this agreement. The
University is not party to, and is not responsible for, any agreements between the Lessor
and students directly.
24. Severability: The parties intend as follows:
a. that if any provision of this agreement is held to be unenforceable, then that
provision will be modified to the minimum extent necessary to make it enforceable,
unless that modification is not permitted by law, in which case that provision will be
disregarded;
b. that if an unenforceable provision is modified or disregarded in accordance with this
section, then the rest of the agreement will remain in effect as written; and
c. that any unenforceable provision will remain as written in any circumstances other
than those in which the provision is held to be unenforceable.
25. Modification; Waiver:
a. Modification:
i. No amendment of this agreement will be effective unless: (1) it is in
writing; (2) it is signed by authorized officials of both parties; and (3) it
specifically references this agreement.
ii. Only the University’s authorized officials have the authority to bind the
University. A list of the University’s authorized officials is located here:
http://treasurer.tennessee.edu/contracts/contractsignature.html.
Approval of the State Building Commission and the State Attorney General
will also be required for any amendment of this agreement.
b. Waiver: No waiver of satisfaction of a condition or failure to comply with an
obligation under this agreement will be effective unless it is in writing and signed by
the party granting the waiver, and no such waiver will constitute a waiver of
satisfaction of any other condition or failure to comply with any other obligation.
26. Counterparts: If the parties sign this agreement in several counterparts, each will be
deemed an original but all counterparts together will constitute one instrument.
27. Compliance with law: Lessor shall comply with all applicable laws, including the Tennessee
Uniform Residential Landlord and Tenant Act and the Americans with Disabilities Act.
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 7 of 12
28. Entire agreement: This agreement constitutes the entire understanding between the
parties with respect to the subject matter of this agreement and supersedes all other
agreements, whether written or oral, between the parties. In the event Lessor’s invoices,
order forms, or other Lessor-provided items contain terms, Lessor acknowledges that
Lessor’s terms do not apply to the University. Further, in the event Lessor’s website, mobile
applications, or other platforms contain click-wrap, browse-wrap, or shrink-wrap terms and
conditions, Lessor states that such terms and conditions do not apply to University.
29. End of Term: Upon termination or expiration of this agreement, the University will
peaceably surrender to the Lessor the units in as good order and condition as when
received, reasonable use and wear thereof and damage by earthquake, fire, public calamity,
the elements, acts of God, or circumstances over which the University has no control or for
which Lessor is responsible pursuant to this lease, excepted. The University will have no
duty to remove any improvements or fixtures placed by it in the units or to restore any
portion of the units altered by it, save and except in the event the University elects to
remove any such improvement or fixture and such removal causes damages or injury to the
units and then only to the extent of any such damages or injury.
The parties are signing this agreement on the date stated in the introductory clause. This
agreement is not binding until signed by all parties below.
UNIVERSITY LESSOR
The University of Tennessee Quarry Trail (Knoxville) Propco LLC
Signature:__________________ Signature:____________________
Name:_____________________ Name:_______________________
Title:______________________ Title:________________________
Approved as to form and legality:
Tennessee Attorney General
_________________________
Herbert H. Slatery III, Attorney General and Reporter
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 8 of 12
LESSOR NOTARY
STATE OF TENNESSEE
COUNTY OF ________________
Before me, the undersigned notary of the State and County aforesaid, personally
appeared __________________, with whom I am personally acquainted (or
proved to me on the basis of satisfactory evidence), and who, upon oath, swore to and
acknowledged himself/herself to be ____________ of _______________________,
the within-named bargainor, a limited liability company, and that he/she as such officer,
executed the foregoing instrument for the purpose therein contained, by signing the name of
the company by himself/herself as such officer.
WITNESS my hand and seal at office in , this day of , 2022.
____________________
Notary Public
My Commission Expires: ________________________
UNIVERSITY NOTARY
STATE OF TENNESSEE
COUNTY OF KNOX
Personally appeared before me, the undersigned Notary Public for Knox County,
_________________, with whom I am personally acquainted or proved to me on the basis of
satisfactory evidence, and who, upon oath, acknowledged that he/she is the
_______________________ of the University of Tennessee and that he/she as officer, being
authorized so to do, executed the foregoing instrument for the purpose therein contained by
signing the name of the University of Tennessee by himself as officer.
Witness my hand and seal, at office in, this day of , 2022.
Notary Public.
My Commission Expires:
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 9 of 12
Schedule A
Deliverables:
1. Electricity, HVAC, Sewer and Water: The rental amounts listed below include the costs
of all utilities which will be provided in sufficient capacities for use of the units as
residential apartments.
2. Wireless Internet: The rental amount also include wireless internet for the living room of
each apartment unit.
3. Furniture: The rental amount also include use of the following furniture items:
a. Common area which is the living room and kitchen area: Couch, Club Chair, TV
Stand, 50” TV, Coffee Table, End Table and Barstools
b. Bedroom: Full Size Bed, Desk, Chair, Nightstand and under-bed dresser.
4. Parking: Lessor will provide each unit (bed) with access to four parking spaces for a 4-
bedroom unit and three parking spaces for a 3-bedroom unit. Lessor will waive any
costs for parking and agrees to maintain its current parking to unit ratio.
Residential Apartment Space:
Summary:
Total number of apartment units leased: Up to 100 beds (anticipate 25-4 br units – final
units TBD and based on availability when lease is approved and ready for execution)
Total, aggregate cost per month: Up to $960,000 per year (based on 100 beds)
Unit # and bedroom (list each unit specifically below) Move-In Date
Units to be identified based on availability when lease is
approved and ready for execution August 15, 2022
Monthly Rental Payments: *based on leasing 100 beds
Month Payment Month Payment Month Payment
August 2022 $42,666.67 December
2022
$80,000.00 April 2023 $80,000.00
September
2022
$80,000.00 January 2023 $80,000.00 May 2023 $80,000.00
October 2022 $80,000.00 February
2023
$80,000.00 June 2023 $80,000.00
November
2022
$80,000.00 March 2023 $80,000.00 July 2023 $80,000.00
August 2023 $37,333.33
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 10 of 12
Schedule B
Insurance requirements: Lessor shall provide coverage with limits of liability not less than
those stated below. An excess liability policy or umbrella liability policy may be used to meet
the minimum liability requirements provided that the coverage is written on a “following form”
basis. Coverage must be maintained for the full term of the agreement.
Commercial General Liability – Occurrence Form: Policy must include bodily injury, property
damage, and, and liability assumed under an insured agreement, including defense costs. The
policy must be endorsed to include the following additional insured language: “The University
of Tennessee, its affiliated organizations, successors, or assignees, its officials, trustees,
employees, agents, and volunteers shall be named as additional insureds with respect to
liability arising out of the activities performed by, or on behalf of, the Lessor.”
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Automobile Liability: Bodily injury and property damage for any owned, hired, and non-owned
vehicles used in the performance of this agreement.
Minimum Limits:
Bodily Injury/Property Damage (Each Accident) $ 1,000,000
Umbrella/Excess Liability: designed to provide liability protection above and beyond that
provided by standard liability contracts. The Umbrella or Excess Liability policy must be Follow
Form.
Minimum Limits:
Each Occurrence Limit $ 3,000,000
Aggregate Limit $ 3,000,000
Workers’ Compensation and Employers’ Liability
Minimum Limits:
Each Accident $ 100,000
Disease, each employee $ 100,000
Disease, policy limit $ 500,000
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 11 of 12
Additional Insurance Requirements: The policies shall include, or be endorsed to include, the
following provisions:
1. On insurance policies where The University of Tennessee is named as an additional
insured, The University of Tennessee must be an additional insured to the full limits of
liability purchased by the Lessor, even if those limits of liability are in excess of those
required by this agreement.
2. The Lessor’s insurance coverage shall be primary insurance and non-contributory with
respect to all other available sources.
Notice of Cancellation: Each insurance policy required by the insurance provisions of this
agreement must provide the required coverage and shall not be suspended, voided, or
canceled except after 30 days’ prior written notice has been given to The University of
Tennessee, except when cancellation is for non-payment of premium; then 10 days’ prior
notice may be given. Lessor must provide notice to:
The University of Tennessee Office of Risk Management
5723 Middlebrook Pike, Ste. 218
Knoxville, TN 37996
If any insurance company refuses to provide the required notices, the Lessor or its insurance
broker shall notify The University of Tennessee of any cancellation, suspension or non-renewal
of any insurance within 7 days of receipt of insurers’ notification to that effect.
Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to
do business in the state of Tennessee and with an “A.M. Best” rating of not less than A- VII.
Verification of Coverage: Lessor shall furnish The University of Tennessee with certificates of
insurance (ACORD form or equivalent) as required by this agreement. The certificates for each
insurance policy are to be signed by a person authorized by that insurer to bind coverage on its
behalf.
All certificates and any required endorsements are to be received and approved by The
University of Tennessee before work commences. Each insurance policy required by this
agreement must be in effect at or prior to commencement of work under this agreement and
remain in effect for the duration of the project. Failure to maintain the insurance policies as
required by this agreement or to provide evidence of renewal is a material breach of
agreement.
All certificates required by this agreement must be sent directly to The University of Tennessee
at the address shown. The project/agreement number and project description must be noted
on the certificate of insurance. The University of Tennessee reserves the right to require
complete, certified copies of all insurance policies required by this contract at any time.
UT-Quarry Trail (Knoxville) Propco LLC Lease - Trans No. 2021-12-10 Page 12 of 12
Subcontractors: Lessor’s certificate(s) must include all subcontractors as additional insureds
under its policies, or contractor shall furnish to The University of Tennessee separate
certificates and endorsements for each subcontractor. All coverages for subcontractors are
subject to the minimum requirements identified above.
Approval: Any modification or variation from the insurance requirements in this agreement
must be made by the University’s risk management department, whose decision will be final.
Such action will not require a formal amendment to this agreement.
RESOLUTION TO APPROVE THE
BORROWING OF MONEY BY ANOTHER METHOD BY
TENNESSEE STATE UNIVERSITY
Recitals
Whereas, Tennessee State University (“TSU”) has experienced an unprecedented demand
for student housing due to increased enrollment and increasingly high housing costs in the
Nashville; and
Whereas, in order to satisfy this demand while also ensuring that appropriate social
distancing, quarantining and other COVID-19 related protocols are met, TSU desires to expand its
student housing through a lease agreement (the “Lease”) effective as of January 25, 2022 with Sri
Ganesha, LLC d/b/a Sleep Inn (the “Hotel”) with the Hotel being located at 3200 Dickerson Pike,
Nashville, TN 37207; and
Whereas, pursuant to the Lease, TSU shall have exclusive access to the Hotel, including
58 rooms (the “Rooms”) that provide a total of ninety-seven beds (39 double bedrooms and 19
single bedrooms) and, in addition, all common spaces and parking; and
Whereas, each Room will be furnished with bed(s), bedding, bath towels, microwave, mini-
fridge, television with cable, high-speed internet sufficient to support student academic activities,
biweekly housekeeping, air conditioning, and all utilities including electricity and water; and
Whereas, TSU will provide shuttle service to/from campus for the convenience of its
students, and TSU police and security will have access to the Hotel; and
Whereas, The Lease benefits both TSU and its students through:
• Increased enrollment and retention by having available housing for TSU students.
If housing is not available, some students may choose other institutions who may offer them
housing.
• Allowing students to utilize financial aid to cover the cost of their on-campus
housing.
• Providing affordable housing options in Nashville for TSU students (in the current
Nashville housing market).
• Managing and minimizing COVID-19 housing related issues; and
Whereas TSU does not anticipate further need of the Hotel after May 6, 2022, due to
graduating students and other typical reductions in housing requests; and
Whereas, the Lease term runs from January 25, 2022, through May 6, 2022, the rate per
room is one hundred and five dollars and no cents ($105.00) per night (the “Rate”) and there are
no additional fees for access to common areas or Hotel services; and
Whereas, the total cumulative Rate under the Lease is six hundred twenty-one thousand
one hundred and eighty dollars and no cents ($621,180.00); and
Whereas TSU may terminate the Lease with 30 days’ notice to the Hotel or immediately
in the event TSU discontinues all residential student operations due to COVID-19; and
Whereas, the Lease payments will be funded by TSU through Plant Funds (Non-Aux)(R).
BE IT RESOLVED BY THE TENNESSEE STATE SCHOOL BOND AUTHORITY:
1. In accordance with the authority provided by Tennessee Code Annotated Section 49-3-
1205(11), the Authority gives its approval for TSU to enter into the Lease.
BE IF FURTHER RESOLVED that all resolutions or parts of resolutions in conflict are
repealed, and the resolution shall be effective as of January 19, 2022.
Adopted by the Authority at its meeting on January 19, 2022.
_______________________________________
JASON E. MUMPOWER, SECRETARY
TENNESSEE STATE SCHOOL BOND AUTHORITY
Facilities Planning, Design and Construction
January 12, 2022
Executive Summary
Tennessee State University requests approval of waiver of advertisement and approval of a
short-term lease with the Sleep Inn Hotel, located at 3200 Dickerson Pike, Nashville, TN 37207,
to house TSU students for the Spring semester.
Under the lease agreement, TSU will have access to 58 guest rooms, common spaces, and
amenities including parking and laundry facilities.
Request
Due to unprecedented demand for student housing, Tennessee State University is asking for
approval of a lease agreement with Sleep Inn Hotel.
This short-term lease agreement will allow TSU to meet the current housing needs driven by the
increased demand for student housing and the need to accommodate COVID-19 protocols,
including social distancing and quarantines.
The Sleep Inn Hotel will make available for TSU’s use 58 rooms that will provide a total of 98
beds (40 double bed rooms, and 18 single bed rooms). Sleep Inn Hotel will provide room
cleaning services bi-weekly.
A shuttle service to/from campus is provided for the convenience of TSU students. TSU police
and security will monitor the hotel and provide any necessary security. TSU will also provide
residence services for our students residing in the Sleep Inn.
Benefit to TSU
TSU is committed to serving our student population, and this includes housing services to
accommodate our students’ housing needs. The benefits to TSU are as follows:
• Increase enrollment and retention by having available housing for our students. If
housing is not available, some students may choose other institutions who may offer
them housing.
• Allow students to utilize financial aid to cover the cost of their on-campus housing.
• Provide affordable housing options in Nashville for our students (in the current Nashville
housing market).
• Minimize COVID-19 housing related issues related to housing population density.
332.77-22.2979
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332.77-22.2979
332.77-22.2979
332.77-22.2979
TENNESSEE STATE UNIVERSITY
STATE OF TENNESSEE:
5
01/14/2022
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