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]