HomeMy WebLinkAboutRes 2022-11-5009 Sole Member (Stan Carver II)ANNA PUBLIC FACILITY CORPORATION
hSOLWIaOrl NO. 20 ?- 9- - I I - 6009
RESOLUTION OF THE SOLE MEMBER OF
APFC WATERS CREEK MEMBER, LLC
November 22, 2022
ANNA PUBLIC FACILITY CORPORATION, a nonprofit public facility corporation duly
organized and validly existing under the laws of the State of Texas (the "Member"), the sole
member of APFC WATERS CREEK MEMBER, LLC (the "Special Member"), the special member of
JEFFERSON VILLAGES OF WATERS CREEK, LLC, a Texas limited liability company (the
"Company") hereby adopts the following resolutions:
1. LEASE OF REAL PROPERTY
WHEREAS, Anna Public Facility Corporation, a Texas nonprofit public facility corporation
(the "Member"), is the sole member of the Special Member;
WHEREAS, Stan Carver H, an individual, is the President of the Member (the "President");
WHEREAS, the Special Member, in its capacity as landlord, will acquire certain real
property located in Anna, Texas (the "Real Property") on which a 325-Unit multifamily project
is to be constructed, developed and operated, to be known as "Jefferson Villages at Waters Creek"
(the "Apartment Complex "); and
WHEREAS, the Special Member will enter into (a) a Lease Agreement (the "Lease
Agreement") with the Company pursuant to which the Special Member will lease the Real
Property to the Company for a 99-year term; and (b) various documents as may be required in
connection therewith ((a) and (b) collectively, the "Lease Documents").
RESOLVED, that the prior actions of the President (or any officer of the Member), acting on
behalf of the Member, acting on behalf of the Special Member, with respect to the lease of the
Real Property, including but not limited to the execution of the Lease Agreement, are hereby
ratified and approved.
RESOLVED, that (a) the Special Member, acting on its own behalf, is hereby authorized to
execute and deliver the Lease Documents and to do all things necessary or desirable to facilitate
the lease of the Real Property and the construction, development and operation of the Apartment
Complex thereon; (c) the Member, acting on behalf of the Special Member is hereby authorized
to execute and deliver the Lease Documents and to do all things necessary or desirable to facilitate
the lease of the Real Property and the construction, development and operation of the Apartment
Complex thereon; and (d) the President (or in his absence, any officer of the Member), acting on
behalf of the Member, acting on behalf of the Special Member is hereby individually authorized
to (i) execute and deliver the Lease Documents, with such changes as the President in his discretion
believes to be necessary or desirable, and such other documents and instruments in connection
therewith as may be necessary or desirable and (ii) do all things necessary or desirable to facilitate
the lease of the Real Property and the construction, development and operation of the Apartment
Complex thereon.
2. COMPANY DOCUMENTATION
WHEREAS, in connection with its admission to the Company, the Special Member will enter
into (a) an Operating Agreement of the Company (the "Operating Agreement") between Special
Member, as special member, and Jefferson Villages of Waters Creek Holdings, LLC, a Delaware
limited liability company, as managing member; and (b) various documents as may be required in
connection with such Company admission (collectively, the "Company Documents ") .
RESOLVED, that (a) the Special Member, acting on its own behalf, is authorized to execute
and deliver the Company Documents and do all things necessary and desirable to facilitate the
admission to the Company; (b) the Member, acting on behalf of the Special Member, acting on its
own behalf, is hereby authorized to execute and deliver the Company Documents and do all things
necessary to facilitate the admission to the Company; and (c) the President (or in his absence, any
officer of the Member), acting on behalf of the Member, acting on behalf of the Special Member
is hereby individually authorized to (i) execute and deliver the Company Documents, with such
changes as the President in his discretion believe to be necessary or desirable, and such other
documents and instruments in connection therewith as may be necessary or desirable and (ii) do
all things necessary or desirable to facilitate the admission to the Company and perform the
obligations thereunder.
3. CONSTRUCTION CONTRACT
WHEREAS, APFC WATERS CREEK CONTRACTOR, LLC, a Texas limited liability company,
will serve as general contractor (in such capacity, the "General Contractor") in connection with
the construction and development of the Apartment Complex; and
WHEREAS, in connection with such role, the General Contractor will enter into a
Construction Management Agreement with the Company (the "Construction Contract") and a
Master Subcontract with JPI Construction, LLC (the "Master Subcontract").
RESOLVED, that the President (or in his absence, any officer of the Member), is hereby
individually authorized to (i) execute and deliver the Construction Contract and the Master
Subcontract, with such. changes as the President in his discretion believes to be necessary or
desirable, and such other documents and instruments in connection therewith as may be necessary
or desirable and (ii) do all things necessary or desirable to cause the Member to perform the
Member's obligations thereunder.
4. AUTHORIZATION/RATIFICATION.
RESOLVED, that the President (or in his absence, any officer of the Member), acting on
behalf of the Member, acting on behalf of the Special Member, acting on its own behalf, is
individually authorized to (a) sign, certify to, acknowledge, deliver, accept, file, and record any
and all instruments, resolutions and documents, and (b) take, or cause to be taken, any and all such
action, in the name and on behalf of the Member and the Special Member, as such person shall
deem to be necessary, desirable, or appropriate in order to effect the purposes of the foregoing
resolutions.
FURTHER RESOLVED, that any and all action taken by the President (or in his absence, any
officer of the Member), acting on behalf of the Member, acting on behalf of the Special Member,
acting on its own behalf, prior to the date this consent is actually executed in effecting the purposes
of the foregoing resolutions is hereby approved, ratified, and adopted in all respects.
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ANNA PUBLIC FACILITY CORPORATION
The undersigned officer of Anna Public Facility Corporation (the "Sole Member"), sole
member of APFC Waters Creek Member, LLC (the "Special Member"), hereby certifies that he
is the duly elected qualified and acting President of the Sole Member, and hereby certifies that
true, correct and complete copies of certain resolutions adopted by the Board of Directors of the
Sole Member at its November 22, 2022 meeting are attached hereto (the "Resolutions"). The
Resolutions have not been amended or revoked and are now in full force and effect.
Dated: November 22, 2022
By
Stan Carver H
President
Sole Member Resolution (GP) 4853-8975-8013 v3.docx
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