Loading...
HomeMy WebLinkAboutRes 2023-06-5016A Authorizing the Formation of APFC Sharp & Finley Member LLC- Special MemberANNA PUBLIC FACILITY CORPORATION Aesolwklori IV O .RESOLUTION AUTHORIZING THE FORMATION OF APFC SHARP AND FINLEY MEMBER, LLC (THE "SPECIAL MEMBER ") AS SPECIAL MEMBER OF THE LINIlTED LIABILITY COMPANY 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 LIMTM 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 Sharp and Finley Member, LLC (the "Special Meynber "), which will be the special member of the limited liability company 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 Sharp & Finley, 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 Agreement "); and to ratify all actions previously taken on behalf of the Special Member; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ANNA PUBLIC FACILITY CORPORATION THAT: Section 1. Fonitation. of Special Member. The formation of APFC Sharp and Finley Member, LLC is hereby approved and ratified. Special Member Formation Resolution - Sharp & Finley 4883-5343-3961 v2.docx Section 2. Designation of Sole Member. 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 Company 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 Member. Stan Carver II 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 frill 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 FACILITY CORPORATION By Stan Carver II President [Signature Page to APFC Sharp and Finley Member, LLC Formation Resolution]