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HomeMy WebLinkAboutRes 2023-06-5016B Authorizing the Formation of APFC Sharp & Finley Member LLC- Co-DeveloperANNA PUBLIC FACILITY CORPORATION Esc, %AM o � N 0, 2G 23 - 0 (o - 501 co IS RESOLUTION AUTHORIZING THE FORMATION OF APFC SHARP AND FINLEY DEVELOPMENT, LLC (THE "CO -DEVELOPER ") IN CONNECTION WITH THE FINANCING, ACQUISITION, CONSTRUCTION AND EQUIPPING OF A PUBLIC FACILITY; AUTHORIZING THE DESIGNATION OF THE ANNA PUBLIC FACILITY CORPORATION AS THE SOLE MEMBER OF THE CO -DEVELOPER; APPROVING THE FORM AND SUBSTANCE OF A LIMITED LIABILITY 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, constriction and equipping of a public facility consisting of a multifamily residential rental development for low and moderate income tenants to be known as Sharp & Finley, and located in the City of Anna, Collin County, Texas (the "Development "); and WHEREAS, APFC Sharp and Finley 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 liability company 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 "Conipany 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. Fontiation of Co -Developer. The formation of APFC Sharp and Finley Development, LLC is hereby approved and ratified. Co -Developer Formation Resolution - Sharp & Finley 4888-2372-0297 v2.docx 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 Execirtion of the Coniparry 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. Appointment of Officers of the Co -Developer. 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 Delivery of Financing Documents. The officers of the Co - Developer are each hereby authorized to negotiate the terms 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 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 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 13th day of June, 2023. ANNA PUBLIC FACII.rry CORPORATION By � Stan Carver II President [Signature Page to APFC Sharp and Finley Development, LLC Formation Resolution]