HomeMy WebLinkAboutRes 2023-09-5017 APFC Anna Apartments SLP, LLCANNA PUBLIC FACILITY CORPORATION
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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.
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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
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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
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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]
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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]