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HomeMy WebLinkAboutRes 2024-01-1585 Project of Anna CDC Regarding a Secured LoanCERTIFICATE OF CITY SECRETARY THE STATE OF TEXAS § COUNTY OF COLLIN § CITY OF ANNA § I. the undersigned, City Secretary of the City of Anna. Texas DO HEREBY CERTIFY as follows: 1. On January 9. 2024. a regular meeting of the City Council of the City of Anna, Texas. was held at a meeting place within the City: the duly constituted members of the Council being as follows: Nate Pike Mayor Lee Miller Mayor Pro Tem Randy Atchley Deputy Mayor Pro Tem Stan Carver II Councilmember Kevin Toten Councilmember Pete Cain Councilmember Elden Baker Councilmember and all of said persons were present at said meeting. except the following: N/ t6 Among other business considered at said meeting. the attached resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, APPROVING A PROJECT OF ANNA COMMUNITY DEVELOPMENT CORPORATION REGARDING A SECURED LOAN IN THE AMOUNT NOT TO EXCEED $2,500,000 AND RELATED MATTERS was introduced and submitted to the City Council for passage and adoption. After presentation and due consideration of the resolution, including two separate readings, and upon a motion made and seconded, the resolution was duly passed and adopted by the Council to be effective immediately by the following vote: AYES: All members of the City Council shown present above voted ' :41,e ", except as noted below. NOES: a ABSTAIN: A)Ct4 e, Z' Vne all as shown in the official Minutes of the City Council for the meeting held on the aforesaid date. 2. The attached resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the City Council on the date of the aforesaid meeting are those persons shown above and. according to the records of my office. kes aC;LIA 0 1 - 15 -8 5 advance notice of the time, place and purpose of said meeting was given to each member of the Council; and that said meeting. and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the above -entitled resolution, was posted and given in advance thereof in compliance with the provisions of V.T.C.A., Chapter 551, Government Code, as amended. IN WITNESS WHEREOF, I have Hereunto signed my name officially on the date first written above. Carrie Land, City Secretary RESOLUTION NO.2 o L4 — 01 - 15 0 Vol A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, APPROVING A PROJECT OF ANNA COMMUNITY DEVELOPMENT CORPORATION REGARDING A SECURED LOAN IN THE AMOUNT NOT TO EXCEED $2,500,000 AND RELATED MATTERS WHEREAS, the Anna Community Development Corporation (the "Corporation ") has been duly created and organized pursuant to the provisions of Chapter 505. Local Government Code, as amended (formerly Section 4B of the Development Corporation Act of 1979. Article 5190.6, Texas Revised Civil Statutes Annotated, as amended) (the "Act ") by the City of Anna. Texas (the "Cit►- "); and WHEREAS. pursuant to the Act, the Corporation is empowered to borrow money for the purpose of financing the cost of any "project " defined as such by the Act; and WHEREAS, the Board of Directors of the Corporation has found and determined that financing the acquisition of real property in or near Downtown Anna, Texas to promote new or expanded business development in the City is authorized under the Act and loan proceeds may be used for such financing pursuant to that certain Business Loan Agreement (as amended, restated. supplemented and/or otherwise modified, the "Loan Agreement") in the original principal amount not to exceed $2,500,000 (the "Loan ") between the Corporation and Lamar National Bank (the `'Lender " ); and WHEREAS, the Act requires the City Council of the City approve the resolution of the Corporation providing for the execution and delivery of the Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: Section 1. The Resolution approving the Loan Agreement and authorizing the issuance of the Note (as defined in the Loan Agreement) adopted by the Corporation (the "Corporation Resolution ") on January 4, 2024. and submitted to the City Council this day, is hereby approved in all respects. The Note is being issued to finance the costs of the Project. which is located within the City and the loan secured under one or more deeds of trust. Section 2. The approvals herein given are in accordance with the Act, and the Note shall never be construed as an indebtedness or pledge of the City. or the State of Texas (the "State "), within the meaning of any constitutional or statutory provision. and the owner of the Note shall never be paid in whole or in part out of any funds raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant to Chapter 505 of the Act) or any other revenues of the Corporation, except those revenues assigned and pledged by the Loan Agreement. Section 3. It is officially found. determined. and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by V.T.C.A. Government Code. Chapter 551. as amended. Section 4. This Resolution shall be in force and effect from and after its passage on the date shown below. [RE-414INDER OF THIS P_4GE INTENTIONALL I' LEFT BLANK] PASSED AND ADOPTED on January 9.2024. CERTIFICATE FOR RESOLUTION On January 4, 2024, we, the undersigned officers of the Anna Community Development Corporation, hereby certify as follows: 1. The Board of Directors of said Corporation convened in a regular meeting on January 4, 2024, at the designated meeting place, and the roll was called of the duly constituted officers and members of said Board of Directors, to wit: Bruce Norwood President Jody Bills Vice President Rocio Gonzalez Secretary Kylee Kelley Director Michelle Hawkins Director Ronald Kerr Director Alison Inesta Director and all of said persons were present, except the following absentees: k!, k,- ��� !y , thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION TO BORROWIGRANT COLLATERAL A LOAN IN AN AMOUNT NOT TO EXCEED $2,500,000 was duly introduced for the consideration of said Board of Directors and read in compliance with applicable law. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion carrying with it the adoption of said Resolution, prevailed and carried by the following vote: AYES: All members of the Board of Directors shown present above voted "Aye" except as shown below. NOES: - ABSTAIN: t!!�- 2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in said Board of Directors' minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said Board of Directors' minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said Board of Directors as indicated therein; that each of the officers and members of said Board of Directors was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said Meeting was given, all as required by Chapter 551, Texas Government Code. 3. That the President of the Board of Directors of the Corporation has approved and hereby approves the aforesaid Resolution; that the President and the Secretary of said Corporation have duly signed said Resolution; and that the President and the Corporation Secretary of said Corporation hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes. Signed on the date first written above. Secretary, B4d of birectors Presider , Board f Directors RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION TO BORROW/GRANT COLLATERAL A LOAN IN AN AMOUNT NOT TO EXCEED $2,500,000 WHEREAS, ANNA COMMUNITY DEVELOPMENT CORPORATION ( "Borrower ") desires to enter into a Business Loan Agreement (as amended, restated, supplemented and/or otherwise modified, the "Loan Agreement'), with Lamar National Bank, as lender ( "Lender ") to enable Borrower to acquire one or more tracts of real property (the "Pro 'ect") in or near downtown Anna, Texas (the "f�ae") to promote new or expanded business development in the City, in an amount not to exceed $2,500,000 and as for the payment of the principal of and interest thereon, the Borrower has agreed to pledge certain security and collateral. All capitalized terms used herein, but not otherwise defined herein, shall have the meaning ascribed to such term in the Loan Agreement. WHEREAS, the Board of Directors (the "Board') of the Borrower desires to authorize the President of the Board, and/or the President's designee, to negotiate the final form of the Loan Agreement, Note, Deed of Trust and related instruments consistent with the terms of this Resolution. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF ANNA COMMUNITY DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. CORPORATE EXISTENCE. The complete and correct name of the Corporation is Anna Community Development Corporation ("Corporation"). The Corporation is a not -for -profit corporation which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the Corporation's state of incorporation. The Corporation is duly authorized to transact business in all other states in which the Corporation is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the Corporation is doing business. Specifically, the Corporation is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. The Corporation has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. The Corporation maintains an office at 120 W 7ch St., Anna, Texas 75409. Unless the Corporation has designated otherwise in writing, the principal office is the office at which the Corporation keeps its books and records. The Corporation will notify Lender prior to any change in the location of the Corporation's state of organization or any change in the Corporation's name. The Corporation shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi - governmental authority or court applicable to the Corporation and the Corporation's business activities. Section 2. BOARD OFFICERS/ACTIONS AUTHORIZED. The Corporation's Officers currently include: Bruce Norwood President Jody Bills Vice President Rocio Gonzalez Secretary Any two (2) of the persons listed above, or their respective successors in office, may enter into any agreements of any nature with Lender, and those agreements will bind the Corporation. Specifically, but without limitation, any two (2) of such persons are authorized, empowered, and directed to do the following for and on behalf of the Corporation: Borrow Money. To borrow, as a cosigner or otherwise, from time to time from Lender, on such terms as may be agreed upon between the Corporation and Lender, such sum or sums of money as in their judgment should be borrowed in an amount not to exceed $2,500,000. Execute Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Corporation's credit accommodations, on Lender's forms subject to approval of legal counsel, at such rates of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any of the Corporation's indebtedness to Lender, and also to execute and deliver to Lender one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of credit accommodations. Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now or hereafter belonging to the Corporation or in which the Corporation now or hereafter may have an interest, including without limitation any of the Corporation's real property and any of the Corporation's personal property (tangible or intangible), as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed (including any amendments to or modifications, renewals, and extensions of such promissory notes), or any other or further indebtedness of the Corporation to Lender at any time owing, however the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered. Negotiate Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the Corporation's account with Lender, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable. Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as the officers may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Resolution. Section 3. ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or filings required by law relating to all assumed business names used by the Corporation. Excluding the name of the Corporation, the following is a complete list of all assumed business names under which the Corporation does business: None. Section 4. NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (A) change in the Corporation's name; (B) change in the Corporation's assumed business name(s); (C) change in the authorized signer(s); (D) change in the Corporation's principal office address; (E) change in the Corporation's state of organization; (F) conversion of the Corporation to a new or different type of business entity; or (G) change in any other aspect of the Corporation that directly or indirectly relates to any agreements between the Corporation and Lender. No change in the Corporation's name or state of organization will take effect until after Lender has received notice. Section 5. CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are duly elected, appointed, or employed by or for the Corporation, as the case may be, and occupy the positions set opposite their respective names. This Resolution now stands of record on the books of the Corporation, is in full force and effect, and has not been modified or revoked in any manner whatsoever. Section 6. NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal is affixed to this Resolution. Section 7. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are hereby ratified and approved. This Resolution shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to Lender and receipt acknowledged by Lender in writing at Lender's address shown Below (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Corporation's agreements or commitments in effect at the time notice is given. LAMAR NATIONAL BANK P.O. BOX 1097 PARIS, TX 75461 IN TESTIMONY WHEREOF, we have hereunto set our hand and attest that the signatures set opposite the names listed above are their genuine signatures. We each have read all the provisions of this Resolution, and we each personally and on behalf of the Corporation certify that all statements and representations made in this Resolution are true and correct. This Corporate Resolution to Borrow/Grant Collateral is dated January 4, 2024. PASSED AND ADOPTED January 4, 2024. ANNA COMMUNITY DEVELOPMENT CORPORATION %..., / Bruce ,,. ATTEST: By: TV4U Rocio Gonzal ecretary