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HomeMy WebLinkAbout07-09-01 TSH Denton Min MINUTES AND CERTIFICATION On July 9, 2001, the Board of Directors (the "Board") of the Texas Student Housing Corporation — Denton Project 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. Jolrn Brooks Member Mike Farhat Member all of whom were present, except Dr. Brooks, thus constituting a quorum. Also present were: Mr. Allen Moon, Mr. Larry Williamson, Mr. Trent Petty, Mr. Charles Haynes, Ms. Mary Midgette and Ms. Ginger Crosswy. President Carter called the meeting to order at 6:46 p.m. There was a motion by Dr. Watson, seconded by Dr. Sharp, to approve the minutes of the meeting held on June 12, 2001 as presented. The motion carried unanimously. Consider a resolution authorizing the issuance of revenue bonds, the acquisition, financing and management of certain education-related housing facilities, the execution and delivery of certain documents in connection therewith, and resolving related matters. Mr. Moon and Mr. Williamson explained the purpose of this resolution to the Board followed by a lengthy question and answer session. There was a motion by Dr. Sharp, seconded by Dr. Watson, to adopt the resolution. The motion carried unanimously. Mr. Carter spoke concerning the process in urging the University of North Texas to use the funds from this transaction to f4ther the education interest at the University. Mr. Petty gave a report on the insurance issue. Mr. Williamson reported on the status of future projects. There being no further business to come before the Board there was a motion by Dr. Sharp, seconded by Dr. Watson,to adjourn. The motion carried unanimously and the meeting was adjourned at 7:30 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 20th day of August, 2001. ATTEST: 1 es P. Cart esident /)— ingeii rosswy, Secreta .r MINUTES AND CERTIFICATION On July 9,2001,the Board of Directors(the"Board")of the Texas Student Housing Corporation-- Denton Project(the"Issuer")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 James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. Patsy Sharp Member Dr. John Brooks Member Dr. Forrest Watson Member Mike Farhat Member all of whom were present except Dr. Brooks,thus constituting a quorum. Among other things, the Board considered the written resolution as follows: A Resolution Authorizing the Issuance of Revenue Bonds, and the Acquisition, Financing, and Management of a Student Housing Project,Including Related Facilities,Located near the University of North Texas,Approving the Form and Substance of and Authorizing the Execution and Delivery of the Documents Appropriate to Effect the Issuance of the Bonds and the Acquisition,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 unanimous vote. 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 publid notice of the time, place, and purpose of the meeting was given all as required by Chapter SS 1 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 Issuer, 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 Issuer and such resolution has not been amended and is in full force and effect on this July 9,2001. By: Name: Ging Crosswy Title: Secretary MINUTES AND CERTIFICATION—Page I TAM,rew 1.I s s uer.7/9/2001 MINUTES AND CERTIFICATION On July 9,2001,the Board of Directors(the "Board")of the Texas Student Housing Corporation--Denton Project(the"Issuer")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 James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. Patsy Sharp Member Dr. John Brooks Member Dr. Forrest Watson Member Mike Farhat Member all of whom were present except Dr. Brooks, thus constituting a quorum. Among other things,the Board considered the written resolution as follows: A Resolution Authorizing the Issuance of Revenue Bonds, and the Acquisition, Financing, and Management of a Student Housing Project,Including Related Facilities,Located near the University- of North Texas,Approving the Form and Substance of and Authorizing the Execution and Delivery of the Documents Appropriate to Effect the Issuance of the Bonds and the Acquisition, 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 unanimous vote. 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 titre, 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 pubf(c 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 Issuer, 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 Issuer and such resolution has not been amended and is in full force and effect on this July 9, 2001. By: J A� - — Name: Ging Crosswy Title: Secretary MINUTES AND CERTIFICATJON--Page 1 TAM.rew l.Issuer.7/9/2001 RESOLUTION AUTHORIZING THE ISSUANCE OF REVENUE BONDS, AND THE ACQUISITION, FINANCING, AND MANAGEMENT OF A STUDENT HOUSING PROJECT, INCLUDING RELATED FACILITIES, LOCATED NEAR THE UNIVERSITY OF NORTH TEXAS, APPROVING THE FORM AND SUBSTANCE OF,AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE DOCUMENTS APPROPRIATE TO EFFECT THE ISSUANCE OF BONDS,AND THE ACQUISITION,FINANCING,AND MANAGEMENT OF THE PROJECT, AND RESOLVING RELATED MATTERS WHEREAS, the Texas Student Housing Corporation Denton Project (the "Issuer") is a nonprofit corporation 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 Issuer hereby finds that it is in the interest of the Issuer to acquire a student housing facility and related facilities(the"Project") located near the University of North Texas through the issuance of student housing revenue bonds (the "Bonds") pursuant to a Trust Indenture (the "Indenture"), between the Issuer and The Bank of New York,as trustee (the "Trustee"); WHEREAS,the Issuer hereby authorizes the sale of the Bonds to Legg Mason Wood Walker,Incorporated (the "Underwriter")pursuant to a Bond Purchase Agreement, between the Issuer and the Underwriter; WHEREAS,the Board has examined the proposed forms ofthe Indenture,the Bond Purchase Agreement,the Continuing Disclosure Agreement, between the Issuer and The Bank of New York, the Deed of Trust, Security Agreement and Fixture Filing,executed by the Issuer,the Letter Agreement,between the University of North Texas CUNT") and the Issuer, the Contract for Sale, between the Issuer and Jefferson Commons Denton, L. P. (the "Seller"),the Special Warranty Deed,executed by the Seller,the Asset Management Agreement,between the Issuer and JPI Apartment Development,L.P. ,the Property Management and Leasing Agreement,between the Issuer and JPI Campus Quarters Management,L.P.,the Grant of Subordinate Interest and Option,from the Issuer to UNT,the Escrow Agreement,among the Issuer,the Seller,and a closing agent,and the Issuer's Preliminary Official Statement and Official Statement(collectively,together with all documents contemplated in connection with the issuance of the Bonds and under the Bond Purchase Agreement and to effect the issuance the acquisition,financing,and management of the Project, such documents shall be referred to as the "Transaction Documents") and has found the form and substance of such documents to be satisfactory and proper; WHEREAS,the Board has determined to issue the Bonds in order to enable the Issuer to acquire, finance, and manage the Project in accordance with the Transaction Documents 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 Bonds will be issued and sold and the Project shall be acquired, financed,and managed on the terms and subject to the conditions contained in this resolution(the"Resolution")and the agreements authorized hereby; 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 RESOLUTION—Page 1 TAM.rev 1.lssuer.7/9/200 1 HOUSING CORPORATION --DENTON PROJECT: 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 Issuer,hereby finds(solely for its own purposes to facilitate accomplishing the purposes of this Resolution) that the issuance and sale of the Bonds and acquisition and management of the Project is in furtherance of the public purposes of the Act. SECTION 3. Authorization of the Issuance and Sale of the Bonds and the Acquisition, Financing, and Management of the Project Pursuant to the Transaction Documents. The Board hereby authorizes and approves the issuance and sale of the Bonds and the acquisition,financing, and management of the Project pursuant to,and the performance of its duties under,the Transaction Documents. The Bonds may be issued in multiple series in which some Bonds are subordinate to others, as contemplated by the Indenture. SECTION 4. Terms of Issuance and Sale of Bonds. The Issuer hereby authorizes the issuance and sale of the Bonds in an aggregate amount not to exceed $34,500,000,with an overall net effective interest rate not to exceed 7.75 percent,and a final maturity no later than August 1,2031,on the terms and as prescribed in and the manner contemplated by the Bond Purchase Agreement and the Indenture. The Issuer shall not be obligated to deliver the Bonds to the Underwriter until the Underwriter has satisfied all requirements contained in the Bond Purchase Agreement. SECTION 5. Terms of Acquisition of Project. The Issuer hereby authorizes the acquisition of the Project for a purchase price not to exceed$30,292,389 to be paid from the proceeds of the issuance and sale of the Bonds and the application of the proceeds of the Bonds,on the terms and conditions as contained in the Transaction Documents. SECTION 6. Use and Distribution of Disclosure Documents. The Issuer hereby authorizes the use and distribution of the Preliminary Official Statement and the Official Statement as contemplated by the Bond Purchase Agreement. SECTION 7. Pricing Committee. �-/ Pursuant to Section 2.6 of the Bylaws of the Issuer, any two or more members of the Board are hereby designated as an executive committee(the"Pricing Committee")of the Board forthe purpose of approving,subject to the limitations set forth in this Resolution, the interest rate, maturities, and principal amount of the Bonds, the purchase price of the Project,and such other terms relating to the Bonds and the Project that the Pricing Committee determines to be necessary or appropriate, such approval to be conclusively evidenced by the execution of the applicable Transaction Documents by the applicable officer of the Issuer. RESOLUTION—Page 2 TAM.rev 1.Issuer.7 19/200 I SECTION 8. Conditions to Entering into the Transaction Documents. The Issuer shall not enter into the Transaction Documents unless and until the following conditions are satisfied: (1) The Pricing Committee and General Counsel of the Issuer shall approve, in form and substance,any changes to the Transaction Documents,which approval shall be evidenced conclusively,with respect to the Pricing Committee, by the execution of the applicable Transaction Documents, and, with respect to the General Counsel, by his written statement to that effect. (2) The Financial Advisor shall certify to the,Board that the terms of the Transaction Documents are commercially reasonable. The Finance Counsel shall deliver 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 Issuer. SECTION 9. Execution and Delivery of Bonds and Transaction Documents. Following the approval of the final terms of the Bonds and the Transaction Documents by the Pricing Committee and the satisfaction of all requirements contained in this Resolution and the Bond Purchase Agreement to the sale and delivery of the Bonds,the President and the Secretary are each hereby directed and authorized to execute, attest and affix the Issuer's seal to the Bonds,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 Bonds and the Transaction Documents to the Underwriter and other appropriate persons as contemplated by the Bond Purchase Agreement. SECTION 14. Authorized Officers. Each of the members and the officers of the Issuer(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 .Ienkens & 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 Issuer's behalf,to: (1) do all things necessary or convenient to effect the issuance of the Bonds and 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 Is,$,6er 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 Issuer that is contained in the Transaction Documents. SECTION 12. Ratification of Submission to the Attorne 3 General of Texas. The Board hereby ratifies the submission by Vinson & Elkins L. L. P., as bond counsel, to the Attorney General of Texas, for approval as required under Chapter 1242, Texas Government Code, a transcript of legal RESOLUTION—Page 3 TAM.rev l.lssuer.7f912001 proceedings relating to the issuance, sale, and delivery of the Bonds. SECTION 13. Limited Obligations. The Bonds and the interest thereon shall be limited obligations of the Issuer payable solely from the revenues, funds,and assets pledged under the Indenture to secure payment of the Bonds and under no circumstances shall the be payable from any other revenues,funds, assets, or income of the Issuer. SECTION 14. Obligations of Issuer Only. The Bonds 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 15. Power to Revise Form of Documents. Notwithstanding any other provision of this Resolution,the President or Vice President of the Issuer 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 16. Compliance with IRS Information Filing Requirements. The Board directs that an officer of the Issuer submit to the Secretary of the Treasury, not later than the 15"' 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 17. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption. THIS RESOLUTION IS PASSED AND APPROVED BY TEXAS STUDENT HOUSING CORPORATION -- DENTON PROJECT,this July 9, 2001. .dames P. Carter, Pre RESOLUTION—Page 4 TAM.rev l.lssuer.7/9/200 l