The URL can be used to link to this page

Home My WebLink About11-05-01 TSHA Min MINUTES AND CERTIFICATION On November 5, 2001, 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 Dr. Patsy Sharp Member Dr. John Brooks Member Mire Farhat Member all of whom were present except Dr. Watson and President Carter. Also present were: Mr. Scott Bradley, Mr. Allen Moon, Mr. Bill Moon, Mr. Trent Petty, and Ms. Cringer Crosswy. Vice President Blake called the meeting to order at 7:12 p.m. There was a motion by Dr. Sharp, seconded by Ms. Bush, to approve the minutes of the meeting held on October 23, 2001. The Board convened into Executive Session at 7:15 p.m. and reconvened into open session at 8:05 p.m. There was a motion by Mr. Farhat, seconded by Dr. Sharp, to approve a resolution authorizing the acquisition of certain student housing projects, the institution of litigation relating to the acquisition of the student housing projects, the engaging of attorneys, and related matters. After a lengthy question and answer session the motion carried unanimously. There was a motion by Dr. Brooks seconded by Ms. Bush, to approve a resolution directing the publication of a Notice of intention to issue bonds and resolving related matters. The motion carried unanimously. Mr. Allen Moon told the Board that he and Mr. Williamson would be glad to meet with any of the Board at any time to answer questions and provide any information they could to help the Board understand the procedure of acquiring the new properties. There was a motion by Dr. Sharp, seconded by Mr. Farhat, to adjourn. The motion carried unanimously and the meeting was adjourned at 8:16 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 J 7 fh-day of r ATTEST: Worth Blake, Vice President OingeiXrosswy, Secr ry APPROVED AS TO FORM: Trent O. Petty, Prod-Administrator MINUTES of the Meeting of the BOARD OF DIRECTORS of the TEXAS STUDENT HOUSING AUTHORITY On November 5,2001 the Board of Directors(the"Board")of the Texas Student Housing Authority(the "Authority") convened in special meeting at the designated meeting place in the Town of Westlake, Texas. The meeting was called by the one or more members of the Board appointed by the Board of Aldermen of the Town of Westlake. The roll of the duly constituted members of the Board was called, which are as follows: James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. John Brooks Member Dr. Forrest Watson Member Dr. Patsy Sharp Member Mike Farhat Member and all of these persons were present, except the following absentees: President Carter and Dr. Watson, thus constituting a quorum of the Board. Among other business, a written Resolution bearinff the following caption was introduced: A Resolution Authorizing the Acquisition of Student Housing Projects Located in Austin and Lubbock; the Taking of Legal Action Appropriate of Effect the Acquisition of Student Housing Projects, the Engaging of Attorneys to Prosecute the Litigation, and Resolving Related Matters The Resolution was read by the Board. After due discussion, 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 to be 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 OF THE ORGANIZATION MEETING _Page I TAM.v 1 MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted members of the Board, 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 Board and such resolution has not been amended and is in full force and effect. By: Naive: GiOger Crosswy Title: Town Secretary [SEAL] } Minutes.Litigation.Resolution—Page 2 TAM.v 1.1000/30/2001 A RESOLUTION AUTHORIZING THE ACQUISITION OF STUDENT HOUSING PROJECTS LOCATED IN AUSTIN AND LUBBOCK; THE TAKING OF LEGAL ACTION APPROPRIATE OF EFFECT THE ACQUISITION OF STUDENT HOUSING PROJECTS,THE ENGAGING OF ATTORNEYS TO PROSECUTE THE LITIGATION, AND RESOLVING RELATED MATTERS f WHEREAS, the Town of Westlake, Texas has created the Texas Student Housing Authority (the "TSHA")as a"higher education authority"under the Higher Education Authority Act,Chapter 53,Education Code(the"Act"); WHEREAS, the Board of the Directors (the "Board") of the TSHA hereby determines that is in the interest of the TSHA to acquire student housing projects(the"Projects") located in Austin and Lubbock from JPI Partners LLC and/or its affiliates ("JPI")• WHEREAS, the Board hereby determines that if it is necessary or appropriate to establish through litigation that the TSHA is empowered to acquire one or more of the Projects through the issuance of bonds or by other means, one or more lawsuits may be instituted on behalf of the TSHA for such purpose and any related purpose; WHEREAS,the Board hereby authorizes the President, in consultation with the General Counsel and Finance Counsel, to retain Attorneys to represent the TSHA in litigation relating to the acquisition of the Projects; and WHEREAS,the attorneys fees arising in connection with any litigation related to the acquisition of the Projects shall be payable by JPI subject to reimbursement from the proceeds of bonds issued by the TSHA or from revenues derived from the Projects; THEREFORE,BE IT RESOLVED by the Board of Directors of the Texas Student Housing Authority, as follows: Section 1. The findings contained in the preamble are hereby adopted and made a part of this Resolution. Section 2. The Board hereby authorizes the TSHA to (a) acquire the Projects, (b) institute litigation to establish that the TSHA is empowered under the Act and other applicable law to acquire the Projects through the issuance of bonds or by other means, and (c) retain attorneys to represent the TSHA in any litigation relating to the acquisition of the Projects. Section 3. The President, the Program Administra4or, the General Counsel, the Finance Counsel, and the Financial Adviser are each hereby authorized to take any action necessary or appropriate to carry out the purposes of this Resolution. The President shall be empowered,after consultation with the General Counsel and Finance Counsel, to execute any agreement to acquire the Projects and/or to retain attorneys. Minutes.Litigation.Reso I ution—Page i TAM.v 1.1000/30/200 l Section 4. This Resolution shall take effect immediately. e APPROVED: November 5, 2001. By: ' Title: Vice President Name: Worth Blake By. Title: Secret Name: Ginger Crosswvy [SEAL] By: r�- Title: Program Administrator Name: Trent 0. Petty J Minutes.1-itigation.Resolution—Page 2 TAM.v 1.1000/30/2001 MINUTES of the Meeting of the BOARD OF DIRECTORS of the TEXAS STUDENT HOUSING AUTHORITY On November 5,2001 the Board of Directors(the"Board")of the Texas Student Housing Authority(the "Authority") convened in special meeting at the designated meeting place in the TSHA. The meeting was called by the one or more members of the Board . The roll of the duly constituted members of the Board was called, which are as follows: James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. John Brooks Member Dr. Forrest Watson Member Dr. Patsy Sharp Member Mike Farhat Member and all of these persons were present, except the following absentees: President Carter and Dr. Watson,thus constituting a quorum of the Board. Among other business, a written Resolution bearing the following caption was introduced: 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 discussion, 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 to be 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,,vas given al I as required by Chapter 551 of the Texas Government Code. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted members of the Board, and the attached copy of the Resolution is hereby certified to be a MINUTES OF THE ORGANIZATION MEETING —Page I TAM.v 1 correct copy of an official copy thereof,on file among the official records of the Board and such resolution has not been amended and is in full force and effect. By: � Name: tinge Crosswy Title: Secretary [SEAL] J Minutes.NoLieeoflntent.Itesolution—Page 2 TAM.v 1.11/02/2001 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; j 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. By: 1 o' Title: Vice President Name: Worth Blake By: Title: Secre Name: Gin er Crosswy By: Title: Program Administrror Name: Trent O. Petty v Minutes.Noticeoflntent.Resolution—Page l TAM.v 1.11/02/2001 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 November 27,2001,in the Town of Westlake,Texas,tentativeIN proposes to authorize the issuance of revenue bonds, in the maximum principal amount not exceeding $42,500,000 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 amortgage in and pledge of the revenues of the Project. The TSHA does not have taxing authority. 1 Minutes.Noliceofintent.Resolution—Page 2 TAM.v l.11102/2001 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: 1. 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: November , 2001 Second Date of Publication: November , 2001 Authorized Officer or Employee of Newspaper SWORN TO AND SUBSCRIBED BEFORE ME, this the day of November, 2001. Notary Public, State of Texas [NOTARY SEAL] Minutes.Noticeoflntent.Resolution—Page 3 TAM v1.11/02/2001