HomeMy WebLinkAboutRes 2023-09-5019 APFC Anna Apartments Development, LLCAMA PUBLIC FACILITY CORPORATION
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RESOLUTION AUTHORIZING THE FORMATION OF APFC ANNA APARTMENTS
DEVELOPMENT, LLC (THE "CO -DEVELOPER ") IN CONNECTION WITH THE
FINANCING, ACQUISITION, CONSTRUCTION AND EQUIPPING OF A PUBLIC
FACILITY; AUTHORIZING THE DESIGNATION OF THE AMA PUBLIC FACILITY
CORPORATION AS THE SOLE MEMBER OF THE CO -DEVELOPER; APPROVING
THE FORM AND SUBSTANCE OF A LIMITED LIABILTI'Y COMPANY AGREEMENT
AND THE EXECUTION THEREOF; RATIFYING CERTAIN ACTIONS HERETOFORE
TAKEN IN CONNECTION WITH THE CO -DEVELOPER; 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 participate in the financing,
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 Anna Apartments, and
located in the City of Anna, Collin County, Texas (the "Dei�elopment "); and
WHEREAS, APFC Anna Apartments Development, LLC (the "Co -Developer"), a Texas
limited liability company whose sole member is the Corporation, will serve as co -developer in
connection with the acquisition, owning, leasing and managing of the Development pursuant to a
Development Agreement (the "Development Agreement") between the Co -Developer and an
affiliate or designee the limited partnership that will lease, develop and finance the Development
(the "Borrower"); and
WHEREAS, as the sole member of the Co -Developer, the Corporation desires to authorize
all action necessary and appropriate to enter into and carry out all actions for the benefit of the
Borrower in connection with the Development, to appoint officers of the Co -Developer; to approve
of the Co -Developer'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 Co -Developer;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ANNA PUBLIC
FACILITY CORPORATION THAT:
Section 1. Fonnation of Co -Developer. The formation of APFC Anna Apartments
Development, LLC is hereby approved and ratified.
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Section 2. Designation of Sole Member. The designation of the Corporation as the sole
member of the Co -Developer is hereby approved and ratified.
Section 3. Approval and Execittion 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 Co -Developer, are each hereby authorized to execute the Company Agreement.
Section. 4. Appointitient of Officers of the Co-Dei,-eloper. Stan Carver II is appointed
President, Danny Ussery is appointed Vice President and Pete Cain is appointed Secretary of the
Co -Developer.
Section 5. Execution and Deliven7 of Financing Docunienis. The officers of the Co -
Developer are each hereby authorized to negotiate the terns of, execute and attest to the
Development 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
cant' 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 Co -Developer 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 26th day of September, 2023.
ANNA PUBLIC FACILTI'Y CORPORATION
By
Stan Carver II
President
[Signature Page to APFC Anna Apartments Development, LLC Formation Resolution]
LMUTED LIAmLFI'Y COMPANY AGREEMENT
OF
APFC AMA APARTMENTS DEVELOPMENT, LLC
This Limited Liability Company Agreement (this "Agreement") ,2A'PFC Anna
Apartments Development, LLC (the "CompattvI') is entered into and effective [y/ �( j, 2023 (the
"Effective Date") by the Anna Public Facility Corporation, as the sole member of 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 name of the limited liability company formed hereby is
APFC Anna Apautntents Development, LLC.
2. Purpose The general purpose of the Company is to assist the Member
in providing public facilities in the jurisdiction of the Anna
Public Facility Corporation. The specific purpose of the
Company is to serve as co -developer in connection with the
development of a multifamily housing development in City
of Anna, Collin County, Texas.
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 71' 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 Th
Street, Anna, Texas 75409.
5. Members The names and the business, residence or mailing addresses
of the Member is as follows:
Anna Public Facility Corporation
P.O. Box 776
Anna, Texas 75409
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 fintherance
of the purposes described herein, including all powers,
statutory or othei wise, possessed by members under the laws
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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 full 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
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 omission in their
respective capacities against any liabilities, expenses
1)
(including, without limitation, attorneys' fees and expenses
and any other costs and expenses incurred in connection with
defending such action, suit 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 polo contendere or
its equivalent, shall not, of itself, create a presumption
(i) that the Person did not act in good faith and in a mariner
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 In
charge of the properties and affairs of the Company; shall
preside at all meetings; in fuutherance of the purposes of the
Company, he 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 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 instruuents of the
Company; shall have charge of the corporate books, records,
3
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]
.49
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 II
President
[Signature Page to the LLC Agreement of APFC Anna Apartments Development, LLC]
EXECUTED to be effective as of the date above shown.
ANNA PUBLIC FACILITY CORPORATION
By c
Stan Carver H
President
NRP LONE STAR DEVELOPMENT LLC
By _
Name:
Title:
[Signature Page to "Anna Apartments" MOU]