HomeMy WebLinkAboutRes 2023-06-5016C Authorizing the Formation of APFC Sharp & Finley Member LLC- General ContractorANNA PUBLIC FACILITY CORPORATION
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RESOLUTION AUTHORIZING THE FORMATION OF APFC SHARP AND FINLEY
CONTRACTOR, LLC (THE "GENERAL CONTRACTOR ") IN CONNECTION WITH
THE FINANCING, ACQUISITION, CONSTRUCTION AND EQUIPPING OF A PUBLIC
FACILITY; AUTHORIZING THE DESIGNATION OF THE ANNA PUBLIC FACILITY
CORPORATION (THE "CORPORATION") AS THE SOLE MEMBER OF THE
GENERAL CONTRACTOR; APPROVING THE FORM AND SUBSTANCE OF A
LIMITED LIABILITY COMPANY AGREEMENT AND THE EXECUTION THEREOF;
RATIFYING CERTAIN ACTIONS HERETOFORE TAKEN IN CONNECTION WITH
THE GENERAL CONTRACTOR; 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 Sharp & Finley, and
located in the City of Anna, Collin County, Texas (the "Dev-elopment "); and
WHEREAS, APFC Sharp and Finley Contractor, LLC (the "General Contractor"), a Texas
limited liability company whose sole member is the Corporation, will serve as general contractor
in connection with the construction of the Development pursuant to a Construction Contract (the
"Construction. Contract") between the General Contractor and the limited liability company that
will lease, construct and finance the Development (the "Borrower"), or an affiliate or designee
thereof; and
WHEREAS, as the sole member of the General Contractor, 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 General Contractor;
to approve of the General Contractor's formation and the form and substance of its Limited
Liability Company Agreement (the "Cotttpar v Agreement"); and to ratify all actions previously
taken on behalf of the General Contractor;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ANNA PUBLIC
FACILITY CORPORATION THAT:
Section 1. Formation of General Contractor. The formation of APFC Sharp and Finley
Contractor, LLC is hereby approved and ratified.
General Contractor Formation Resolution - Sharp & Finley 4885-5594-0201 v2.docx
Section 2. Designation of Sole Member. The designation of the Corporation as the sole
member of the General Contractor 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 General Contractor, are each hereby authorized to execute the Company
Agreement.
Section 4. Appointment of Officers of the General Contractor. Stan Carver II is
appointed President, Danny Ussery is appointed Vice President and Pete Cain is appointed
Secretary of the General Contractor.
Section S. Execution and Delivery of Financing Docu»ierlts. The officers of the General
Contractor are each hereby authorized to negotiate the terms of, execute and attest to the
Construction Contract 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 General Contractor 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. Sei,-erability. 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
Byro-e—
Stan Carver II
President
[Signature Page to APFC Sharp and Finley Contractor, LLC Formation Resolution]