HomeMy WebLinkAboutRes 2023-04-5011 Formation of APFC Reserve at Anna GP, LLCANNA PUBLIC FACILITY CORPORATION
Ae,SaIu.+10n NO o 0),023-04— 5011
RESOLUTION AUTHORIZING THE FORMATION OF APFC RESERVE AT ANNA
GP, LLC, AS GENERAL PARTNER (THE "COMPANY") TO [ ] IN
CONNECTION WITH THE ANNA PUBLIC FACILITY CORPORATION
MULTIFAMILY HOUSING REVENUE BONDS (THE RESERVE AT ANNA),
SERIES 2023; AUTHORIZING THE DESIGNATION OF THE CORPORATION AS
THE SOLE MEMBER OF THE COMPANY; APPROVING THE FORM AND
SUBSTANCE OF A LIMITED LIABILITY COMPANY AGREEMENT AND THE
EXECUTION THEREOF; RATIFYING CERTAIN ACTIONS HERETOFORE TAKEN IN
CONNECTION WITH THE COMPANY; AUTHORIZING THE EXECUTION OF
DOCUMENTS AND INSTRUMENTS NECESSARY OR CONVENIENT TO CARRY
OUT THE PURPOSES OF THIS RESOLUTION; AND CONTAINING OTHER
PROVISIONS RELATING THERETO
WHEREAS, the Anna Public Facility Corporation (the "Corporation ") has been duly
created and organized pursuant to and in accordance with the provisions of the Texas Public
Facility Corporation Act, Chapter 303, Local Government Code, as amended (the "Act") for the
purpose of providing a means of financing the costs of the acquisition, construction, rehabilitation,
renovation, repair, equipping furnishing and placement in service of public facilities; and
WHEREAS, the Member intends to issue, sell and deliver its Multifamily Housing Revenue
Bonds (The Reserve at Anna), Series 2023, in an aggregate principal amount not to exceed
$32,000,000 (the "Bonds") to provide for the financing by [ ], a Texas limited partnership
(the "Borrower"), of the acquisition, construction and equipping of a multifamily residential rental
development to be known as The Reserve at Anna located in the City of Anna, Collin County,
Texas (the "Development"), and the payment of certain costs of issuance of the Bonds in
accordance with the Constitution and laws of the State of Texas; and
WHEREAS, the Board of Directors of the Corporation has determined that it is in the best
interest of the Corporation to act as the sole member of APFC Reserve at Anna GP, LLC (the
"Company"), which will be the general partner of the Borrower; and
WHEREAS, as the sole member of the Company, the Corporation desires to appoint officers
of the Company and authorize the officers to enter into agreements on behalf of and for the benefit
of the Borrower; to approve of the Company's formation and the form and substance of its Limited
Liability Company Agreement (the "Company Agreement"); and to ratify all actions previously
taken on behalf of the Company in connection with the issuance of the Bonds and operation of the
Development;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ANNA PUBLIC
FACILITY CORPORATION:
Section 1. Formation of Company. The formation of APFC Reserve at Anna GP, LLC
is hereby approved and ratified.
general partner formation resolution 4860-9517-6285 v2.doex
2310605
Section 2. Designation of Sole Member. The designation of the Corporation as the sole
member of the Company is hereby approved and ratified.
Section 3. Approval and Execution of the Company Agreement. The form and substance
of the Company Agreement are hereby approved, and the officers of the Corporation, as sole
member of the Company, are each hereby authorized to execute the Company Agreement.
Section 4. Appointment of Officers of the Company. Stan Carver H is appointed
President, Danny Ussery is appointed Vice President and Pete Cain is appointed Secretary of the
Company.
Section S. Execution and Delivery of Financing Documents. The officers of the
Company are each hereby authorized to negotiate the terms of, execute and attest to any such
agreements, assignments, bonds, certificates, contracts, documents, instruments, releases,
financing statements, letters of instruction, written requests and other papers, whether or not
mentioned herein, as may be necessary or convenient to carry out or assist in carrying out the
purposes of this Resolution.
Section 6. Ratification of Previous Actions. The Corporation hereby ratifies, confirms
and adopts all actions previously taken on behalf of the Company or the Borrower to carry into
effect the transactions contemplated by this Resolution.
Section 7. Effective Date. This Resolution shall be in full force and effect from and
upon its adoption.
Section 8. Severability. If any section, paragraph, clause or provision of this Resolution
shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of
such section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Resolution.
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PASSED AND APPROVED the 25th day of April, 2023.
ANNA PUBLIC FACILITY CORPORATION
By
Stan Carver II
President
[Signature Page to Formation Resolution of APFC Reserve at Anna GP, LLCI