HomeMy WebLinkAboutRes 2023-04-5012 Formation of APFC Reserve at Anna Holdings, LLCANNA PUBLIC FACILITY CORPORATION
RESOLUTION AUTHORIZING THE FORMATION OF APFC RESERVE AT ANNA
HOLDINGS, LLC (THE "GROUND LESSOR") IN CONNECTION WITH THE
ANNA PUBLIC FACILITY CORPORATION MULTIFAMILY HOUSING REVENUE
BONDS (THE RESERVE AT ANNA), SERIES 2023; AUTHORIZING THE
DESIGNATION OF THE ANNA PUBLIC FACILITY CORPORATION (THE
"CORPORATION") AS THE SOLE MEMBER OF THE GROUND LESSOR;
APPROVING THE FORM AND SUBSTANCE OF A LIMITED LIABILITY COMPANY
AGREEMENT AND THE EXECUTION THEREOF; RATIFYING CERTAIN ACTIONS
HERETOFORE TAKEN IN CONNECTION WITH THE GROUND LESSOR;
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, pursuant to the Act, the Corporation 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 (i) the financing by
I , a Texas limited partnership (the "Borrower"), of the acquisition, construction and
equipping of a public facility consisting of a multifamily residential rental development for low
and moderate income tenants to be known as The Reserve at Anna, and located in the City of
Anna, Collin County, Texas; and (ii) the payment of certain costs of issuance of the Bonds in
accordance with the Constitution and laws of the State of Texas; and
WHEREAS, APFC Reserve at Anna Holdings, LLC (the "Ground Lessor"), a Texas limited
liability company whose sole member is the Corporation will enter into a ground lease (the
"Ground Lease") with the Borrower; and
WHEREAS, as the sole member of the Ground Lessor, the Corporation desires to authorize
all action necessary and appropriate to enter into and carry out all actions under the Ground Lease,
to appoint officers of the Ground Lessor; to approve of the Ground Lessor'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 Ground Lessor;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ANNA PUBLIC
FACILITY CORPORATION THAT:
Section 1. Formation of Ground Lessor. The formation of APFC Reserve at Anna
Holdings, LLC is hereby approved and ratified.
ground lessor formation resolution 4862-7638-3325 v2.docx
2310605
Section 2. Designation of Sole Member. The designation of the Corporation as the sole
member of the Ground Lessor 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 Ground Lessor, are each hereby authorized to execute the Company Agreement.
Section 4. Appointment of Officers of the Ground Lessor. Stan Carver II is appointed
President, Danny Ussery is appointed Vice President and Pete Cain is appointed Secretary of the
Ground Lessor.
Section S. Execution and Delivery of Financing Documents. The officers of the Ground
Lessor are each hereby authorized to negotiate the terms of, execute and attest to the Ground Lease
and any other such agreements, assignments, notes, 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 Ground Lessor 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.
[Remainder of Page Intentionally Left Blank]
PASSED AND APPROVED the 25th day of April, 2023.
ANNA PUBLIC FACILITY CORPORATION
By c=57r�
Stan Carver II
President
[Signature Page to APFC Reserve at Anna Holdings, LLC Formation Resolution]