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HomeMy WebLinkAboutRes 2025-06-1786 CDC Loan Agreement with Government Capital Corporation to Refinance Land AcquisitionCERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS COUNTY OF COLLIN CITY OF ANNA I, the undersigned, City Secretary of the City of Anna, Texas DO HEREBY CERTIFY as follows: 1. On June 10, 2025, a regular meeting of the City Council of the City of Anna, Texas, was held at a meeting place within the City; the duly constituted members of the Council being as follows: Pete Cain Stan Carver II Eldin Baker Kevin Toten Kelly Patterson -Herndon Manny Singh Jody Bills Mayor Mayor Pro Tern Deputy Mayor Pro Tem Councilmember Councilmember Councilmember Councilmember and all of said persons were present at said meeting, except the following: Among other business considered at said meeting, the attached resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, AUTHORIZING A PROJECT OF ANNA COMMUNITY DEVELOPMENT CORPORATION INVOLVING: (1) A TAX-EXEMPT LOAN IN AN AMOUNT NOT TO EXCEED $1,500,000 TO REFINANCE A LAND PURCHASE AND PARKING LOT PROJECT; (2) A TAXABLE LOAN IN AN AMOUNT NOT TO EXCEED $940,000 TO REFINANCE A LAND PURCHASE FOR COMMERCIAL AND PRIVATE USE; AND (3) A PAYMENT OF $500,000 TO REDUCE THE PRINCIPAL OF THE $940,000 TAXABLE LOAN was introduced and submitted to the City Council for passage and adoption. After presentation and due consideration of the resolution, including two separate readings, and upon a motion made and seconded, the resolution was duly passed and adopted by the City Council to be effective immediately by the following vote: AYES: All members of the City Council shown present above voted "Aye ", except as noted below, NOES: (� ABSTAIN: (� all as shown in the official Minutes of the City Council for the meeting held on the aforesaid date. 2. The attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council on the date of the aforesaid meeting are those persons shown above and, according to the records of my office, advance notice of the time, place and purpose of said meeting was given to each member of the Council; and that said meeting, and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the above -entitled resolution, was posted and given in advance thereof in compliance with the provisions of V.T.C.A., Chapter 551 and Chapter 505, Local Government Code, as amended. IN WITNESS WHEREOF, I have hereunto signed my name officially on the date first written above. Carrie Land, City Secretary RESOLUTION NO. �oa5 - 0 6 - I qg( A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, AUTHORIZING A PROJECT OF ANNA COMMUNITY DEVELOPMENT CORPORATION INVOLVING: (1) A TAX-EXEMPT LOAN IN AN AMOUNT NOT TO EXCEED $1,500,000 TO REFINANCE A LAND PURCHASE AND PARKING LOT PROJECT; (2) A TAXABLE LOAN IN AN AMOUNT NOT TO EXCEED $940,000 TO REFINANCE A LAND PURCHASE FOR COMMERCIAL AND PRIVATE USE; AND (3) A PAYMENT OF $500,000 TO REDUCE THE PRINCIPAL OF THE $940,000 TAXABLE LOAN WHEREAS, the Anna Community Development Corporation (the "Corporation") has been duly created and organized pursuant to the provisions of Chapter 501 and Chapter 505, Local Government Code, as amended (formerly Section 4B of the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes Annotated, as amended) (the "Act") by the City of Anna, Texas (the "fLty "); and WHEREAS, pursuant to the Act, the Corporation is empowered to borrow and expend money for the purpose of financing the cost of any "project" defined as such by the Act; and WHEREAS, the Board of Directors of the Corporation proposes to enter into a tax-exempt loan agreement with Government Capital Corporation (the "Tax -Exempt Loan Agreement") to enable the Corporation to refinance a land purchase and parking lot project in the City to promote new or expanded business development in the City, in an amount not to exceed $1,500,000 as detailed in the Corporation's May 22, 2025 resolution attached hereto as Exhibit A; and WHEREAS, the Board of Directors of the Corporation proposes to enter into a taxable loan agreement with Government Capital Corporation (the "Taxable Loan Agreement") to enable the Corporation to refinance a land purchase for commercial and private use project in the City to promote new or expanded business development in the City, in an amount not to exceed $940,000 as detailed in the Corporation's May 22, 2025 resolution attached hereto as Exhibit B; and WHEREAS, the Board of Directors of the Corporation proposes to make a payment of $500,000 (the "Principal -Reduction Payment") to reduce the principal amount of the taxable loan detailed in the Corporation's May 22, 2025 resolution attached hereto as Exhibit B to promote new or expanded business development in the City; and WHEREAS, the City Council desires to authorize the Corporation to enter into the Tax - Exempt Loan Agreement and the Taxable Loan Agreement and to make the Principal -Reduction Payment (said loans and payment referenced hereinafter as the "Pro ject s "); and WHEREAS, the Act requires the City Council of the City approve the resolutions of the Corporation providing for the execution and delivery of the Tax -Exempt Loan Agreement and the Taxable Loan Agreement; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: Section 1. The recitals above are incorporated herein as if set forth in full for all purposes; Section 2. The Resolution approving the Tax -Exempt Loan Agreement and authorizing the issuance of the Note (as defined in the Tax -Exempt Loan Agreement) adopted by the Corporation (the on May 22, 2025, and submitted to the City Council this day, is hereby authorized in all respects. The Note is being issued to finance the costs of the Project(s) and the Project(s) are authorized by the City Council; Section 3. The Resolution approving the Taxable Loan Agreement and authorizing the issuance of the Note (as defined in the Taxable Loan Agreement) adopted by the Corporation on May 22, 2025, and submitted to the City Council this day, is hereby authorized in all respects. The Note is being issued to finance the costs of the Project(s) and the Project(s) are authorized by the City Council; Section 4. The City Council further authorizes the Corporation to make the Principal - Reduction Payment; Section 5. The City Council further authorizes the Corporation to make any other payments or expenditures associated with the Project(s) when due, whether said payments or expenditures are from loan proceeds or otherwise, and the Corporation is authorized to spend amounts associated with the Project(s) in excess of the amounts of the loans authorized by this resolution; Section 6. The approvals herein given are in accordance with the Act, and the Notes referenced above shall never be construed as an indebtedness or pledge of the City, or the State of Texas within the meaning of any constitutional or statutory provision, and the owner of said Notes shall never be paid in whole or in part out of any funds raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant to Chapter 505 of the Act) or any other revenues of the Corporation, except those revenues assigned and pledged by the Tax -Exempt Loan Agreement and the Taxable Loan Agreement. Section 6. It is officially found, determined, and declared that the meeting at which this resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this resolution, was given, all as required by V.T.C.A. Government Code, Chapter 551, as amended. Section 7. This resolution shall be in force and effect from and after its passage on the date shown below. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] PASSED AND ADOPTED on June 10, 2025. CITY OF ANNA, TEXAS Pete CaiA,�Mayor ATTEST: �'& h � g-) C�( �� 4VZL Carrie Land, City ecretary EXHIBIT A CERTIFICATE FOR RESOLUTION On �� � ,1.� (j a , d J we, the undersigned officers of the Anna Community Development Corporation. hereby certify as follows: I . ThQBoard of Directors of said Corporation convened in Special Called Meeting on ll liC�, �`:�✓G,S at the designated meeting place. and the roll was called of the duly constituted officers and members of said Board of Directors, to wit: Bruce Norwood President Manjinder Singh Vice President Dwyke Williams Secretary Regina Leachman Director Noah Nylander Director Rocio Gonzalez Director Edward Culham Director ' thus constituting and all of said persons were present, except the following absentees: r 0 a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION REGARDING A TAX EXEMPT LOAN IN AN AMOUNT NOT TO EXCEED $1,500,000.00 was duly introduced for the consideration of said Board of Directors and read in full. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion carrying with it the adoption of said Resolution, prevailed and carried by the following vote: AYES: All members of the Board of Directors shown present above voted "Aye" except as shown below. NOES: ABSTAIN: 2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said Board of Directors' minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said Board of Directors' minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said Board of Directors as indicated therein; that each of the officers and members of said Board of Directors was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said Meeting was given, all as required by Chapter 551, Texas Government Code. 3. That the President of the Board of Directors of the Corporation has approved and hereby approves the aforesaid Resolution; that the President and the Secretary of said Corporation have duly signed said Resolution; and that the President and the Corporation Secretary of said Corporation hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes. Signed on the date first written above. n'tt'I"j, 10 Secretary, Board of Directors President, Board ot Directors RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION REGARDING A TAX EXEMPT LOAN IN AN AMOUNT NOT TO EXCEED M,500,000 WHEREAS, ANNA COMMUNITY DEVELOPMENT CORPORATION ("Borrower') proposes to enter into a Loan Agreement (as amended, restated, supplemented and/or otherwise modified, the "Loan.�_greement"), with Government Capital Corporation, as lender ("Lender') to enable Borrower to refinance a land purchase and parking lot project (the " Pi-o�") in Anna, Texas (the "City") to promote new or expanded business development in the City, in an amount not to exceed $1.500,000 and as for the payment of the principal of and interest thereon, the Borrower has agreed to pledge its Economic Development Sales and Use Tax. All capitalized terms used herein, but not otherwise defined herein, shall have the meaning ascribed to such term in the Loan Agreement. WHEREAS, the Board of Directors (the "Bonrcf') of the Borrower desires to authorize the President of the Board, and/or the President's designee, to negotiate the final form of the Loan Agreement, Note and the Sales Tax Remittance Agreement consistent with the terms of this Resolution. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ANNA COMMUNITY DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Board agrees to enter into the Loan Agreement, Note and the Sales Tax Remittance Agreement to finance the costs of the Project in an amount not to exceed $1,500,000 at an interest rate agreed upon by the Lender and the Borrower on the date of execution of the Note, the Loan Agreement and the Sales Tax Remittance Agreement and, in order to secure the principal of and interest on the Note, to pledge its Economic Development Sales and Use 'Fax. Section 2. That the Board hereby accepts the following financing option as set forth by the Lender in its April 30, 2025 Preliminary Term Sheet [Select One]: 15 annual payments w/ a fixed interest rate and that any one or more Authorized Officers (as defined below) are authorized to negotiate, execute, acknowledge and deliver in the name and on behalf of Borrower to the Lender the final Loan Agreement, including all attachments and exhibits thereto and the Note consistent with the options elected herein. Further, the Authorized Officers are each authorized to execute, acknowledge and deliver in the name and on behalf of the Borrower any other agreement, instrument, certificate, representation and document, and to take any other action as may be advisable, convenient or necessary to enter into such Loan Agreement and the Note; the execution thereof by the Authorized Officers shall be conclusive as to such determination. Section 3. That for the purposes of this resolution, the following persons, or the persons holding the following positions, are "Authorized Officers" duly authorized to enter into the transaction contemplated by this resolution in the name and on behalf of the Borrower: Title Board President Board Vice -President Board Secretary Name Bruce Norwood Manjinder Singh Dwyke Williams Section 4. That this Resolution shall take effect immediately. PASSED AND ADOPTED this N_�, 2025. ANNA COMMUNITY DEVELOPMENT CORPORATION Bye Bruce NorNJood, Boa d President ATTEST: Bye )L ' ` Dwyke illiams, Board Secretary EXHIBIT B CERTIFICATE FOR RESOLUTION Oil Ali aal , C�1 r���, we, the undersigned officers of the Anna community Development Corporation, hereby certify as follows: 1. The Board of Directors of said Corporation convened in Special Called Meeting on NAA2 % ! ri �t the designated meeting place, and the roll was called of the duly constituted offders and members of said Board of Directors, to wit: Bruce Norwood President Manjinder Singh Vice President Dwyke Williams Secretary Regina Leachman Director Noah Nylander Director Rocio Gonzalez Director Edward Culham Director and all of said persons were present. except the following absentees: thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION REGARDING A TAXABLE LOAN IN AN AMOUNT NOT TO EXCEED $940,000.00 was duly introduced for the consideration of said Board of Directors and read in full. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion carrying with it the adoption of said Resolution, prevailed and carried by the following vote: AYES: All members of the Board of Directors shown present above voted "Aye" except as shown below. NOES: IAWWWW4 2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said Board of Directors' minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said Board of Directors' minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said Board of Directors as indicated therein; that each of the officers and members of said Board of Directors was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members consented. in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said Meeting was given, all as required by Chapter 551. Texas Government Code. 3. That the President of the Board of Directors of the Corporation has approved and hereby approves the aforesaid Resolution; that the President and the Secretary of said Corporation have duly signed said Resolution; and that the President and the Corporation Secretary of said Corporation hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes. Signed on the date First written above. c ,r Secreta, , Board of Directors Presiden(, oard of D' ectors RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION REGARDING A TAXABLE LOAN IN AN AMOUNT NOT TO EXCEED $940,000 WHEREAS. ANNA COMMUNITY DEVELOPMENT CORPORATION ("Borroii,er') proposes to enter into a Loan Agreement (as amended, restated, supplemented and/or otherwise modified, the "Loan A.ueement`), with Government Capital Corporation, as lender ("Lender") to enable Borrower to refinance a land purchase for commercial and private use (the "Pro'ec ") in downtown Anna, Texas (the "City'') to promote new or expanded business development in the City, in an amount not to exceed $940,000 and as for the payment of the principal of and interest thereon, the Borrower has agreed to pledge its Economic Development Sales and Use Tax. All capitalized terms used herein, but not otherwise defined herein, shall have the meaning ascribed to such term in the Loan Agreement. WHEREAS, the Board of Directors (the " Boorc(') of the Borrower desires to authorize the President of the Board, and/or the President's designee, to negotiate the final form of the Loan Agreement, Note and the Sales Tax Remittance Agreement consistent with the terms of this Resolution. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ANNA COMMUNITY DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Board agrees to enter into the Loan Agreement, dote and the Sales Tax Remittance Agreement to finance the costs of the Project in an amount not to exceed $940,000 at an interest rate agreed upon by the Lender and the Borrower on the date of execution of the Note, the Loan Agreement and the Sales Tax Remittance Agreement and, in order to secure the principal of and interest on the Note, to pledge its Economic Development Sales and Use Tax. Section 2. That the Board hereby accepts the following financing option as set forth by the Lender in its April 30, 2025 Preliminary Term Sheet [Select One]: 15 annual payments w/ an adjustable interest rate and that any one or more Authorized Officers (as defined below) are authorized to negotiate, execute, acknowledge and deliver in the name and on behalf of Borrower to the Lender the final Loan Agreement, including all attachments and exhibits thereto and the Note consistent with the options elected herein. Further, the Authorized Officers are each authorized to execute, acknowledge and deliver in the name and oil behalf of the Borrower any other agreement, instrument, certificate, representation and document, and to take any other- action as may be advisable, convenient or necessary to enter into such Loan Agreement and the Note: the execution thereof by the Authorized Officers shall be conclusive as to such determination. Section 3. That for the purposes of this resolution, the following persons, or the persons holding the following positions, are "JilthoriZed ff Licers" duly authorized to enter into the transaction contemplated by this resolution in the name and on behalf of the Borrower: Title Board President Board Vice -President Board Secretary Name Bruce Norwood Manjinder Singh Dwyke Williams Section 4. That this Resolution shall take effect immediately, PASSED AND ADOPTED this 2025. ANNA COMMUNITY DEVELOPMENT CORPORATION Bye l�!/ Bruce Norwoo , Board President ATTEST: Bye %LI.),Vi r k l�-��L' Dwyke illiams, Board Secretary