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HomeMy WebLinkAboutRes 2023-09-5017 APFC Anna Apartments SLP, LLCANNA PUBLIC FACILITY CORPORATION OLesoitu.+fort go a3 - Oa - 5a !� RESOLUTION AUTHORIZING THE FORMATION OF APFC ANNA APARTMENTS SLP, LLC (THE "SPECIAL MEMBER ") AS SPECIAL MEMBER OF THE LIIV= PARTNERSHIP THAT WILL SERVE AS BORROWER (THE "BORROWER") IN CONNECTION WITH THE FINANCING, ACQUISITION, CONSTRUCTION AND EQUIPPING OF A PUBLIC FACILITY; AUTHORIZING THE DESIGNATION OF THE AMA PUBLIC FACILITY CORPORATION (THE "CORPORATION") AS THE SOLE MEMBER OF THE SPECIAL MEMBER; APPROVING THE FORM AND SUBSTANCE OF A Lmrm LIABILITY COMPANY AGREEMENT AND THE EXECUTION THEREOF; RATIFYING CERTAIN ACTIONS HERETOFORE TAKEN IN CONNECTION WITH THE SPECIAL MEMBER; 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 Board of Directors of the Corporation has determined that' it is in the best interest of the Corporation to act as the special member of APFC Anna Apartments SLP, LLC (the "Special Mentber"), which will be the special member of the limited partnership that will serve at the Borrower (the "Borrower") in order to participate in the financing, acquisition, constriction and equipping of a public facility consisting of a multifamily residential rental development for low and moderate income tenants to be known as Anna Apartments, and located in the City of Anna, Collin County, Texas; and WHEREAS, the Special Member, in its capacity as landlord will enter into a lease agreement (the "Lease Agreement ") with the Borrower; and WHEREAS, as the sole member of the Special Member, the Corporation desires to authorize all action necessary and appropriate to enter into and carry out all actions under the Lease Agreement, to appoint officers of the Special Member; to approve of the Special Member's formation and the form and substance of its Limited Liability Company Agreement (the "Company Agreenzent "); and to ratify all actions previously taken on behalf of the Special Member; NOW, THEREFORE, BE rr RESOLVED BY THE BOARD OF DIRECTORS OF THE ANNA PUBLIC FACILITY CORPORATION THAT: Section 1. Formation of Special. Member. The formation of APFC Anna Apartments SLP, LLC is hereby approved and ratified. Special Limited Partner Formation Resolution - Anna Apartments 4891-1829-1326 ,%,2.docx 2314144 Section 2. Designation of Sole Mettiber. The designation of the Corporation as the sole member of the Special Member is hereby approved and ratified. Section 3. Approval and Execution. of the Conipany Agreement. The form and substance of the Company Agreement are hereby approved, and the officers of the Corporation, as sole member of the Special Member, are each hereby authorized to execute the Company Agreement. Section 4. Appointment of Officers of the Special Meniber. Stan Carver H is appointed President, Danny Ussery is appointed Vice President and Pete Cain is appointed Secretary of the Special Member. Section S. Execution and Delivery of Financing Documents. The officers of the Special Member are each hereby authorized to negotiate the terms of, execute and attest to the Lease Agreement 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 Special Member 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 unenforeeability 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 26th day of September, 2023. ANNA PUBLIC FACILITY CORPORATION C Stan Carver II President [Signature Page to APFC Anna Apartments SLP, LLC Formation Resolution] LIMITED LIA rury COMPANY AGREEMENT OF APFC ANNA APARTMENTS SLP, LLC This Limited Liability Company Agreement (this "Agreement") of APFC Anna Apartments SLP, LLC (the "Conipmrv") is entered into and effective 2023 (the "Effective Date") by the Anna Public Facility Corporation, as the sole men er cf the Company (the "Member"). The Member hereby forms a limited liability company pursuant to and in accordance with the Texas Limited Liability Company Act, as amended from time to time (currently Chapter 101 of the Texas Business Organizations Code), (the "Act") by filing a Certificate of Formation with the Texas Secretary of State and hereby agrees as follows: 1. Name The natne of the limited liability company formed hereby is APFC Anna Apartments SLP, LLC. 2. Purpose The general propose of the Company is to assist the Member in financing public facilities in the jurisdiction of the Anna Public Facility Corporation. The specific purposes of the Company are to (i) be admitted as a member and serve as special limited partner of Meryl Street LP, a [Texas] limited partnership (the "Project Owner") and in connection therewith, to own, hold, sell, dispose of or otherwise deal with its member interest in the Project Owner; and (ii) acquire, own and lease a tract of real property in City of Anna, Collin County, Texas, on which a multifamily residence will be constructed. 3. Registered Office The address of the registered office of the Company in the State of Texas is c/o Anna Public Facility Corporation, 120 West 711 Street, Anna, Texas 75409. 4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Texas is Anna Public Facility Corporation, 120 West 7n, Street, Anna, Texas 75409. 5. Members The nurses and the business, residence or mailing addresses of the Member is as follows: Anna Public Facility Corporation P.O. Box 776 Anna, Texas 75409 Special limited Partner - LLC Agreement - Anna Apartments 4877-0966-0542 v2.doex 2314144 threatened, pending or completed action, suit or proceeding, whether civil, criminal, administration or investigative (including, without limitation, an action by or in the right of the Company) by reason of any action or onussion in their respective capacities against any liabilities, expenses (including, withoutlimitation, attorneys' fees and expenses and any other costs and expenses incurred in connection with defending such action, slut or proceeding), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding, if the Person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe its, his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption (i) that the Person did not act in good faith and in a manner which it, he or she reasonably believed to be in or not opposed to the best interests of the Company, and (ii) with respect to any criminal action or proceeding, that the Person had reasonable cause to believe its, his or her conduct was unlawful. Expenses (including, without limitation, attorneys' fees and expenses) incurred by a Person seeking indemnification hereunder shall be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking from the Person to repay such amount if it shall ultimately be determined that the Person is not entitled to indemnification. For purposes of the preceding paragraph, the word "Person" shall include each Member and any officer, employee or agent of the Company. 16. Officers The officers of the Company shall be a President, a Vice President and a Secretary. The President shall be the chief executive officer of the Company and shall be in general charge of the properties and affairs of the Company; shall preside at all meetings; in furtherance of the purposes of the Company, may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages;, notes and other instruments in the name of the Company. The Vice President shall carry out the powers and responsibilities of the President when the President is absent or unable to act. The Secretary shall attend to the giving and serving of all notices; in furtherance of the purposes of the Company, may 3 6. Powers The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Texas. The Member shall have the authority to bind the Company. 7. Dissolution The term of the Company commenced on the filing of the Certificate of Formation Limited Liability Company with the Texas Secretary of State and shall be perpetual unless dissolved as provided in this Agreement. 8. Capital The Member has contributed $10,000, in cash, and no other Contributions property, to the Company. 9. Additional No Member is required to make any additional capital Contributions contribution to the Company. 10. Allocation of Profits The Company's profits and losses shall be allocated in and Losses proportion to the capital contributions of the Members. 11. Distributions Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members. Such distributions shall be allocated among the Member in the same proportion as their capital account balances. 12. Assignments A Member may assign its limited liability company interest in whole or in part only with the consent of the other Members. 13. Resignation Without the consent of the remaining Members, a Member may not resign from the Company. 14. Admission of One (1) or more additional members of the Company may Additional be admitted to the Company with the consent of the Members Members and upon being so admitted shall become bound by all of the terms of this Agreement and shall execute a written joinder to this Agreement. 15. Liability of The Members shall not have any liability for the obligations Members or liabilities of the Company except to the extent provided in the Act. The Company shall indemnify, in accordance with and to the fill extent now or hereafter permitted by law, the Members and any officer or employee of the Company, and may so indemnify any agent of the Company, who was or is a party or is threatened to be made a party to any 1) r sign with the President or Vice President in the name of the Company, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Company; shall have charge of the corporate books, records, documents and instruments, and such other books and papers as may be necessary, all of which shall at all reasonable times be open to inspection upon application at the office of the Company during business hours. Such offices shall be assumed by the persons serving in the respective office on the Board of Directors of the Member. 17. Governing Law This Agreement shall be governed by, and construed under, the laws of the State of Texas, all rights and remedies being governed by said laws. 18. Amendment This Agreement may be amended in writing by the Members. [Signature Page Follows] 4 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Limited Liability Company Agreement as of the Effective Date. ANNA PUBLIC FACILITY CORPORATION, as sole member By Stan Carver H President [Signature Page to the LLC Agreement of APFC Anna Apartments SLP, LLC]