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HomeMy WebLinkAbout08-27-02 TSHA Min MINUTES AND CERTIFICATION On August 27, 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 Mr. Farhat and Dr. Watson. 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 7:17 p.m. and convened into executive session. The Board reconvened into open session at 7:38 p.m. There was a motion by Mr. Blake, seconded by President Carter, to adopt a resolution directing the publication of notice of intention to issue bonds and resolving related matters. There was no discussion and the motion carried unanimously. There was a motion by President Carter, seconded by Mr. Blake, to approve the minutes of the meetings held on July 23, 2002, and July 30,2002, as presented. There was no discussion and the motion carried unanimously. The update on payments made to all consultants was waived, as it was given at the meeting of the Texas Students Housing Corp. There was a motion by Ms. Bush, seconded by Dr. Brooks,to adopt a resolution authorizing the acquisition and management of a student housing project, including related facilities, located in Austin, Texas, authorizing the execution and delivery of the documents appropriate to effect the acquisition, construction and management of the project, and resolving related matters. There was no discussion and the motion carried unanimously. There was a brief discussion on matters relating to the project located in Lubbock, Texas, but no action was taken. Mr. Petty gave his report on the financial situation on Jefferson Commons at the Ballpark. He then asked the Board to authorize the payment to JPI. There was a motion made by Ms. Bush, seconded by Mr. Blake, to authorize President Carter to sign the certificate to pay JPI not to exceed $200,000.00. There was no discussion and the motion carried unanimously. There was a motion by Ms. Bush, seconded by Ms. Rogers, to pay a bill to Whitley Penn in the amount of$657.00. There was no discussion and the motion carried unanimously. 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 7:49 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 24'h day of September, 2002. ATTEST: CmesCarter, Pre ' a t inge- rosswy, Secretary MINUTES AND CERTIFICATION On August 27, 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. John Brooks Member Dr. Forrest Watson Member XX Mike Farhat Member XX Becky Rogers Member 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 by the Board of Directors of the Texas Student Housing Authority Directing the Publication of Notice of Intention to Issue Bonds 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: 5 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. Min utes.Noticeodintent.Resolution—Page I TAM.v 1.8/21/2002 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 August 27, 2002. By; Name: Uinghf Crosswy Title: Secretary [SEAL] Minutes.NoticeoflnterntResolution—Page 2 TAM.v l V21/2002 A RESOLUTION BY THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING AUTHORITY DIRECTING THE PUBLICATION OF NOTICE OF INTENTION TO ISSUE BONDS AND RESOLVING RELATED MATTERS WHEREAS, the Board of Directors (the "Board") of the Texas Student Housing Authority (the "TSHA") deems it advisable to give notice of intention to issue bonds; WHEREAS, the meeting at which this Resolution has been considered was open to the public as required by law,and public notice of the time,place,and subject of the meeting has been given as required by Chapter 551 of the Texas Government Code; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING AUTHORITY, AS FOLLOWS: Section 1. Form of Notice. Attached hereto is a form of the Notice of Intention to Issue Bonds (the "Notice"), the form and substance of which are hereby adopted and approved. The form of the Notice may be Modified to comply with legal requirements pertaining to the issuance of bonds. Section 2. Publication of Notice. The Notice shall be published,in substantially the same form attached hereto in a newspaper of general _ circulation, as defined in Section 2051.044, Government Code, in the area of the TSHA and the Town of Westlake, Texas, once a week for two consecutive weeks, the date of the first publication thereof to be the fourteenth day before the date tentatively set for adoption of the resolution authorizing the issuance of the bonds. Minutes.Notiecoflntent.Resolution—Page 3 TAM.v i.8/21/2002 NOTICE OF INTENTION TO ISSUE BONDS NOTICE IS HEREBY GIVEN that the Board of Directors of the Texas Student Housing Authority(he "TSHA"),in a meeting to be held on or after September 12,2002, in the Town of Westlake,Texas,tentatively proposes to authorize the issuance of revenue bonds, in the maximum principal amount not exceeding $40,000,000 and with a maturity not exceeding 35 years,for the purpose of acquiring and equipping a student housing facility(the"Project"). The TSHA proposes to secure the bonds by granting a mortgage in and pledge of the revenues of the Project. The TSHA does not have taxing authority. Minutes.Noticeoflntent.Resolution—Page 4 TAM.v l.812112002 (3) certify as to the accuracy of any information about the TSHA that is contained in the Transaction 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, Iiabilit_°, 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 instrumental it} 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 opin ion 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 151h day rafter the second calendar month afterthe 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. EXECUTION PAGE TO FOLLOW 5: AUTHORIZING RESOLUTION TAM.8.22.2002 PASSED AND APPROVED BY TEXAS STUDENT HQUSINQ. THORITYst ' u ust 27, 2002, a James P. Car President [SEAL] 6 AUTHORIZING RESOLUTION TAM.8.22.2002 MINUTES AND CERTIFICATION On August 27, 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. John Brooks Member Dr. Forrest Watson Member XX Mike Farhat Member XX Becky Rogers Member 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 and Management ofa Student Housing Project,Including Related Facilities, Located in Austin, Texas, Authorizing the Execution and Delivery o£ the Documents Appropriate to Effect the Acquisition,Construction and Managementof 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: AWES: 5 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. DALLAS2 9160700 53621-00002 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 August 27, 2002. By: Name: in Crosswy Title: Secretary [SEAL] 2 AUTHORIZING RESOLUTION TAM.8.22.2002 RESOLUTION AUTHORIZING THE ACQUISITION, CONSTRUCTION, AND MANAGEMENT OF A STUDENT HOUSING PROJECT, INCLUDING RELATED FACILITIES, LOCATED IN AUSTIN, TEXAS, AUTHORIZING THE EXECUTION AND DELIVERY OF, THE DOCUMENTS APPROPRIATE TO EFFECT THE ACQUISITION,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 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 Austin, Texas pursuant to an Installment Sale Agreement(the"Agreement"),between the TSHA and Jefferson Commons— Austin, 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, 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 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 ofthis Resolution)that the acquisition and managementof the Project is in furtherance of the public purposes of the Act. 3 AUTHORIZING RESOLUTION TAM.&22.2002 SECTION 3. Authorization of the Acquisition,Construction,and Management of the Project Pursuant to the Transaction Documents. The Board hereby authorizes and approves the acquisition,construction,equipping,and management of the Project pursuant to, and the performance of its duties under,the Transaction Documents. SECTION 4. Certain Terms of the AjZreement. The TSHA hereby authorizes with respect to its obligations under the Transaction Documents, 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 September 1, 2035. SECTION 5. Terms of Acquisition of Project. The TSHA hereby authorizes the acquisition,construction,and equipping of the Project for a purchase price not to exceed the lesser of(a)$30,000,000 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, Jenkens & Gilchrist, a Professional Corporation, 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 terms 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 of the Board 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 Jenkens & Gilchrist, a Professional Corporation, 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 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 4 AUTHORIZING [RESOLUTION TAM.8.22.2002 AFFADAVIT OF PUBLICATION STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME,the undersigned authority,on this day personally appeared the person whose name is show below, who being by me first duly sworn, upon oath deposed and stated as follows: I. This affiant is a duly authorized officer or employee of ,which is a newspaper of general circulation in the Texas Student Housing Authority and the Town of Westlake,Texas,as defined in Section 2051.044, Government Code. 2. Attached hereto is a true, full,and correct copy of a NOTICE OF INTENTION TO ISSUE BONDS. which was published in the newspaper on the dates as follows: First Date of Publication: August , 2002 Second Date of Publication; September , 2002 Authorized Officer or Employee of Newspaper SWORN TO AND SUBSCRIBED BEFORE MR, this the day of 2002. 5 Notary Public, State of Texas []VOTARY SEAL] Minutes.Noticeoflntent.Resolution—Page 5 TAM.v l.W i/2002 i PASSED AND APPROVED BY TEXAS STUDENT H0USiNG ORITY, Ngtgust 7, 2002. B N e: James P. Carter_/ Ti President [SEAL] 5 AUTHORIZING RESOLUTION TAK 5.22.2002