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HomeMy WebLinkAbout07-30-02 TSHA Min MINUTES AND CERTIFICATION On July 30, 2002, the Board of Directors (the `Board") of the Texas Student Housing Authority convened in a public meeting at the designated meeting place in Westlake, Texas. The roll of the duly constituted officers and members of the Board was called, which are as follows: Name Title James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. Forrest Watson Member Becky Rogers Member Dr. John Brooks Member Mike Farhat Member All of whom were present except Ms. Rogers and Dr. Brooks. Also present were: Mr. Larry Williamson, Mr. Bill Moon, Mr. Allen Moon, Mr. Scott Bradley, Ms. Mary Midgette, Mr. Trent Petty and Ms. Ginger Crosswy. President Carter called the meeting to order at 6:53 p.m. President Carter told the Board that the executive session was not needed at this time. Mr. Bill Lefieste, Vice President of Structured Dispositions of JPI was in attendance along with Mr. Stewart Bul,Mr. Brent Little, Ms. Kimberly Fiala and Ms. Chris Savarese. There was a presentation given by the people from JPI regarding the Town Lake project in Austin. There was a lengthy question and answer session followed . by a lengthy discussion by the Board. Mr. Farhat had to leave during this discussion. The meeting was recessed at 8:50 p.m. and reconvened at 8:54 pm. There was a presentation given by Mr. Larry Williamson regarding the proposed acquisition in College Station followed by a long discussion by the Board. There was a motion by Mr. Blake, seconded by Dr. Watson, to authorize the President and the General Counsel of the Authority to advise JPI that the Board is interested in continuing discussions regarding the Authority's possible acquisition and financing of the project known as the University of Texas, Town Lake-Austin, Texas Project II and to conduct initial negotiations to determine the purchase price and asset management, competition and related issues. There was a short discussion regarding whether the name given to the project would be the same as the Corporation's property next door. It was decided if TSHA did not purchase the property this issue would be addressed at that time. The motion carried unanimously. There was a motion by Ms. Bush, seconded by Mr. Blake, to adopt the resolution authorizing the acquisition, construction, and management of a student housing project to he located in College Station, Texas,pursuant to an installment sale agreement, and related matters. There was no discussion and the motion carried unanimously. There was no report from the program administrator. Mr. Williamson told the Board the Fairfield project in College Station would be ready for the Board's review soon. There being no further business the meeting was adjourned at 9:22 p.m. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted officers and members of the Board, and is hereby certified to be a correct copy of an official copy thereof, on file among the official records of the Board, on this the 27th day of August, 2002. ATTEST: es P. Carter, P ent tinge Crosswy, Sec etary MINUTES AND CERTIFICATION On July 30, 2002, the Board of Directors (the 'Board") of the Texas Student Housing Authority (the "TSHA") convened in a public meeting at the designated meeting place in Westlake, Texas. The roll of duly constituted officers and members of the Board was called and are as follows: Name Title Absent James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. Jahn Brooks Member XX Dr. Forrest Watson Member Mike Farhat Member XX Becky Rogers Member XX all of whom were present except those indicated above as being absent,thus constituting a quorum. Among other things, the Board considered the written resolution as follows: A Resolution Authorizing the Acquisition, Financing, and Management of a Student Housing Project,Including Related Facilities,Located in College Station,Texas,Authorizing the Execution and Delivery of,the Documents Appropriate to Effect the Acquisition,Construction,Financing,and Management of the Project, and Resolving Related Matters The Resolution was read by the Board. After due consideration, it was duly moved and seconded that the Resolution be adopted. The Presiding Officer put the motion to a vote of the Board,and the Resolution was adopted by the following vote: AYES: 4 NOES: 0 ABSTENTIONS: 0 The Presiding Officer then declared the Resolution adopted. The persons named herein are the duly chosen, qualified,and acting officers and members of the Board as indicated herein. Each of the officers and members of the Board was duly and sufficiently notified officially and personally,in advance, of the time, place, and purpose of the aforesaid meeting and that the resolution would be introduced and considered for adoption at the meeting. The meeting was open to the public, and public notice of the time, place, and purpose of the meeting was given all as required by Chapter 551 of the Texas Government Code. MINUTES APPROVED AND CERTIFIED TO BE CORRECT and to correctly reflect the duly constituted members of the Board of the TSHA,and the attached copy of the Resolution is hereby certified to be a correct copy of an official copy thereof on file among the official records of the TSHA and such resolution has not been amended and is in full force and effect on this duly 30,2002. By: Name: inge rosswy Title: Secretary [SEAL] 2 BOND RESOLUTION TAM,v 1.TSHCMSUP.V.1.414/2002 RESOLUTION AUTHORIZING THE ACQUISITION,CONSTRUCTION,FINANCING,AND MANAGEMENT OF A STUDENT HOUSING PROJECT,INCLUDING RELATED FACILITIES,LOCATED IN COLLEGE STATION,TEXAS,AUTHORIZING THE EXECUTION AND DELIVERY OF,THE DOCUMENTS APPROPRIATE TO EFFECT THE ACQUISITION, FINANCING, AND MANAGEMENT OF THE PROJECT,AND RESOLVING RELATED MATTERS WHEREAS,the Texas Student Housing Authority(the"TSHA")is a"higher education authority"created pursuant to the Higher Education Authority Act(Chapter 53,Education Code)to act as a duly constituted authority and instrumentality on behalf 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 TSHA hereby finds that it is in the interest of the TSHA to acquire, construct, and equip a student housing facility and related facilities (the "Project") located in College Station, Texas pursuant to an Installment Sale Agreement (the "Agreement"), between the TSHA and Cambridge Student Housing Development, L. P.,or any affiliate thereof,as seller(the"Seller"); WHEREAS, the Board understands that the Project shall be acquired pursuant to the Agreement and all documents contemplated thereby, such documents shall be referred to as the"Transaction Documents"); WHEREAS,the Board has determined to enter into the Transaction Documents in order to enable the TSHA to acquire, finance, construct, equip, and manage the Project by authorizing the execution and delivery of the Transaction Documents and taking other actions as may be necessary and convenient to effect the transactions contemplated by the Transaction Documents; WHEREAS,the Board hereby finds that the Project shall be acquired,financed,and managed on the terms and subject to the conditions contained in the Transaction Documents and by this resolution(the"Resolution");and WHEREAS,the meeting at 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 AUTHORITY: 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 TSHA, hereby finds (solely for its own purposes to facilitate accomplishing the purposes of this Resolution)that the acquisition and management of the Project is in furtherance of the public purposes of the Act. 3 BOND RESOLUTION TAM.v1.TSHCMSUP.V.1.4l4/2002 SECTION 3. Authorization of the Acquisition, Construction Financing, and Management of the Project Pursuant to the Transaction Documents. The Board hereby authorizes and approves the acquisition, construction, financing, equipping, and management of the Project pursuant to, and the performance of its duties under, the Transaction Documents. SECTION 4. Certain Terms of the Agreement. The TSHA hereby authorizes, in connection with the purchase of the Project,a net effective interest rate not to exceed 8.50 percent and a final maturity of the payment of principal no later than July 1,2035. SECTION 5. Terms of Acquisition of Project. The TSHA hereby authorizes the acquisition,construction,and equipping ofthe Project fora purchase price not to exceed the lesser of(a)$34,000,000 or(2)the amount of an appraisal provided by an independent appraiser acceptable to the TSHA, on the terms and conditions as contained in the Transaction Documents. SECTION 6. Conditions to Entering into the Transaction Documents. The Finance Counsel,Thomas Allen Moon,and the Special Finance Counsel,.lenkens&Gilchrist,P.C,shall have delivered an opinion to the Board to the effect that the Board has taken all appropriate action to authorize the execution and delivery of the Transaction Documents,and the Transaction Documents,subject to customary creditor rights exceptions, are enforceable and binding obligations of the TSHA. SECTION 7. Execution and Delivery of Bonds and Transaction Documents. Following the approval of the final teens of the Transaction Documents and the satisfaction of all requirements contained therein and in this Resolution,the President and the Secretary are each hereby directed and authorized to execute,attest and affix the TSHA's seal to the Agreement,and the President,or if the President is not available the Vice President,is hereby directed and authorized to execute the Transaction Documents,and to deliver the Transaction Documents to the appropriate persons. SECTION 8. Authorized Officers. Each of the members and the officers of the TSHA(each as an authorized officer),Petty&Associates,Inc,as the Program Administrator, Scott Bradley, as the General Counsel, Larry Williamson, as the Financial Advisor, Thomas Allen Moon, as the Finance Counsel, and 3enkens & Gilchrist, P. C., as the Special Finance Counsel, is hereby authorized to execute and deliver certifications as to facts, estimates, and circumstances as are necessary to accomplish the purposes of this Resolution and,on the TSHA's behalf,to: (1) do all things necessary or convenient to effect the acquisition, financing, and management of the Project and to 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; (2) perform all duties and functions of the TSHA under the Transaction Documents and this Resolution in order to accomplish the purposes thereof;and (3) certify as to the accuracy of any information about the TSHA that is contained in the Transaction 4 BOND RESOLUTION TAM.v 1.TSHCMSUP.V.l.414!2002 Documents. SECTION 9. Limited Obligations. The obligations of the TSHA to pay the Purchase Price of the Project shall be limited obligations of the TSHA payable solely from the revenues, funds, and assets pledged under the Transaction Documents to secure payment thereof and under no circumstances shall the be payable from any other revenues,funds,assets,or income of the TSHA. SECTION 10. Obligations of TSHA Only. The obligations of the TSHA under the Transaction Documents shall not constitute an indebtedness,liability, general,special,or moral obligation or a pledge or loan of the faith and credit or taxing power,within the meaning of any constitutional or statutory provision whatsoever,of the United States of America or any agency or instrumentality thereof,the State of Texas,the Town of Westlake, or any other political subdivision or governmental unit. SECTION 11. Power to Revise Form of Transaction Documents. Notwithstanding any other provision of this Resolution,the President or Vice President of the TSHA are each authorized to make or approve such revisions in the form of documents attached hereto as exhibits as,in the opinion of the General Counsel and Finance Counsel, may be necessary or convenient to carry out the purposes of this Resolution; and the approval of such changes shall be conclusively established by such officers' execution of the documents. SECTION 12. Compliance with IRS Information Filing Requirements. The Board directs that an officer of the TSHA.submit to the Secretary of the Treasury,not later than the 15`h day after the second calendar month after the close of the calendar quarter in which the Bonds are issued,a statement containing the information required by Section 149(e)of the Internal Revenue Code of 1986, as amended. SECTION 13. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED BY TEXAS STUDENT HOUSING AUTHORITY t u Y 30, 20 2. By/ es P. arter (Title: resident 7 [SEAL] I r 5 BOND RESOLUTION TAM.v 1.TS HCMS U P.V.1.4/412002